SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM 10-QSB

[ X ]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d) OF THE  SECURITIES
 EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OT 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO _______________.

                         FDIC Certificate Number 26588-8


                       DARLINGTON COUNTY BANCSHARES, INC.
             (Exact Name of Registrant as Specified in the Charter)


                   Incorporated in the State of South Carolina
                I.R.S. Employer Identification Number 57-0805621


                    202 Cashua Street, Darlington, S.C. 29532
                    (Address of Principal Executive Offices)


                                 (843) 395-1956
              (Registrant's Telephone Number, including Area Code)



     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  periods  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.


Common Stock - $.01 Par Value
158,000 Shares Outstanding on September 30, 1999


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
-------
<TABLE>
<CAPTION>

                       DARLINGTON COUNTY BANCSHARES, INC.
                                 BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)


                                                                    (UNAUDITED)         (AUDITED)
                                                                   SEPTEMBER 30,       DECEMBER 31,
                                                                      1999                1998
                                                                   ----------         ----------
<S>                                                           <C>                 <C>

ASSETS
   Cash and due from banks                                    $           1,341   $           872
   Investment securities - held to maturity                               1,023               755
   Investment securities - available for sale                             5,196             4,422
   Other investments, at cost                                                50                50
   Federal funds sold                                                     1,710             7,270
   Loans                                                                 16,935            16,227
   Less allowance for loan losses                                          (227)             (280)
                                                                           ----              ----
       Loans - net                                                       16,708            15,947
   Premises and equipment - net                                             918               888
   Other assets                                                             451               428
                                                                            ---               ---
       Total assets                                             $        27,397   $        30,632
                                                                ===============   ===============

 LIABILITIES
   Deposits
     Demand deposits                                            $         4,794   $         5,531
     Savings and NOW accounts                                             9,988            12,395
     Time deposits $100,000 and over                                      1,864             1,781
     Other time deposits                                                  7,542             7,623
                                                                          -----             -----
       Total deposits                                                    24,188            27,330
   Other liabilities                                                         79               194
                                                                             --               ---
       Total liabilities                                                 24,267            27,524
                                                                         ------            ------

STOCKHOLDERS' EQUITY
   Common stock - $.01 par value 1,000,000 shares
     authorized; 158,000 shares outstanding at
     September 30, 1999; $5.00 par value authorized,
     issued and outstanding 158,000 shares at
     December 31, 1998.                                                       2              790
   Capital surplus                                                        1,618              830
   Undivided profits                                                      1,664            1,477
   Accumulated other comprehensive income (loss)                           (154)              11
                                                                           ----               --
       Total stockholders' equity                                         3,130            3,108
                                                                          -----            -----
       Total liabilities and stockholders' equity               $        27,397  $        30,632
                                                                ===============  ===============
</TABLE>

           See notes to unaudited financial statements.


                                       -2-

<PAGE>

                       DARLINGTON COUNTY BANCSHARES, INC.
                              STATEMENTS OF INCOME
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                        THREE MONTHS ENDED           NINE MONTHS ENDED
                                                                              SEPTEMBER 30,               SEPTEMBER 30,
                                                                           1999        1998          1999         1998
<S>                                                                  <C>          <C>            <C>          <C>

INTEREST INCOME
   Loans, including fees                                             $       349  $        396   $     1,093  $     1,164
   Investment securities
     U. S. Government Agencies                                                80            55           236          154
     Municipal securities                                                     11            12            35           30
     Other equity securities                                                   -             -             3            2
   Federal funds sold and securities purchased
     under agreements to resell                                               27            52           119          147
                                                                              --            --           ---          ---
       Total interest income                                                 467           515         1,486        1,497
                                                                             ---           ---         -----        -----
INTEREST EXPENSE
   Time deposits $100,000 and over                                            88            21           122           47
   Other deposits                                                             73           169           381          501
                                                                              --           ---           ---          ---
       Total interest expense                                                161           190           503          548
                                                                             ---           ---           ---          ---
NET INTEREST INCOME                                                          306           325           983          949

PROVISION FOR LOAN LOSSES                                                      -           (15)            -          (45)
                                                                                           ---                        ---
       Net interest income after provision for loan losses                   306           310           983          904
                                                                             ---           ---           ---          ---
NONINTEREST INCOME
   Service charges on deposit accounts                                        75            53           192          170
   Other service charges, commissions and fees                                 8             8            18           18
                                                                               -             -            --           --
       Total noninterest income                                               83            61           210          188
                                                                              --            --           ---          ---
NONINTEREST EXPENSES
   Salaries and employee benefits                                            119           110           358          325
   Net occupancy                                                              19            14            49           39
   Furniture and equipment                                                    17            17            53           46
   Other                                                                      92             79           297        227
                                                                              --             --           ---        ---
       Total noninterest expenses                                            247           220           757          637
                                                                             ---           ---           ---          ---
   Income before income taxes                                                142           151           436          455
   Provision for income taxes                                                 42            50           147          156
                                                                              --            --           ---          ---
       Net income                                                    $       100  $        101   $       289  $       299
                                                                     ===========  ============   ===========  ===========

PER SHARE
   Average shares outstanding                                            158,000       158,000       158,000      158,000
                                                                         =======       =======       =======      =======
   Net income                                                        $       .63  $        .64   $      1.83  $      1.89
                                                                     ===========  ============   ===========  ===========
   Dividends paid                                                    $         -  $          -   $       .65  $       .55
                                                                      ==========   ===========   ===========  ===========

</TABLE>

           See notes to unaudited financial statements.
                                       -3-

<PAGE>

                       DARLINGTON COUNTY BANCSHARES, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDER' EQUITY
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                             Common stock
                                             ------------                                     Accumulated
                                           Number                                              other com-
                                             of                   Paid-in     Retained         prehensive
                                           shares     Amount      capital     earnings        income (loss)       Total
                                           ------     ------      -------     --------        -------------       -----

<S>                                         <C>      <C>          <C>         <C>                <C>          <C>

BALANCE, JANUARY 1, 1998                    158,000  $      790   $      830  $      1,154       $         2  $     2,776

Net income                                        -           -            -           299                 -          299

Other comprehensive income, net
   of income taxes:
   Unrealized gain on securities
     available for sale, net                      -           -            -             -                10           10
                                                                                                          --           --

   Comprehensive income                           -           -            -             -                 -          309

Cash dividend, $.55 per share                     -           -            -           (87)                -          (87)
               ----                                                                    ---                            ---

BALANCE, SEPTEMBER 30, 1998                 158,000  $      790   $      830  $      1,366   $            12  $     2,998
                   === ====                 =======  ==========   ==========  ============   ===============  ===========


BALANCE, JANUARY 1, 1999                    158,000  $      790   $      830  $      1,477   $            11  $     3,108

Net income                                        -           -            -           289                 -          289

Other comprehensive income, net
   of income taxes:
   Unrealized loss on securities
     available for sale, net                      -           -            -             -              (165)        (165)
                                                                                                        ----         ----

   Comprehensive income                           -           -            -             -                 -          124

Cash dividend, $.65 per share                     -           -            -          (102)                -         (102)

Par value conversion                              -        (788)         788             -                 -            -
                                                           ----          ---

BALANCE, SEPTEMBER 30, 1999                 158,000  $        2   $    1,618  $      1,664   $          (154) $     3,130
                                            =======  ==========   ==========  ============   ===============  ===========


</TABLE>











           See notes to unaudited financial statements.

                                       -4-

<PAGE>

                       DARLINGTON COUNTY BANCSHARES, INC.
                            STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                                                       Nine months ended September 30,
                                                                                       -------------------------------
                                                                                              1999              1998
                                                                                              ----              ----
<S>                                                                                     <C>               <C>

OPERATING ACTIVITIES
   Net income                                                                           $            289  $           299
   Adjustments to reconcile net income to net cash provided
     by operating activities
     Provision for loan losses                                                                         -               45
     Depreciation                                                                                     46               37
     (Increase) decrease in other assets                                                             (23)             (19)
     Decrease in other liabilities                                                                  (175)            (101)
                                                                                                    ----             ----
         Net cash provided by operating activities                                                   137              261
                                                                                                     ---              ---

INVESTING ACTIVITIES
   Decrease (increase) in federal funds sold                                                       5,560           (2,450)
   Proceeds from maturities of investment securities
     available for sale                                                                            1,264            2,488
   Purchase of investment securities available for sale                                           (2,471)          (2,613)
   Net increase in loan balances                                                                    (761)            (498)
   Purchase of equipment                                                                             (16)            (283)
                                                                                                     ---             ----
         Net cash provided by (used for) investing activities                                      3,576           (3,356)
                                                                                                   -----           ------

FINANCING ACTIVITIES
   Net increase (decrease) in deposits                                                            (3,142)           3,057
   Cash dividends paid                                                                              (102)             (87)
                                                                                                    ----              ---
         Net cash provided by (used for) financing activities                                     (3,244)           2,970
                                                                                                  ------            -----
         Increase (decrease) in cash and due from banks                                              469             (125)

CASH AND DUE FROM BANKS, BEGINNING OF PERIOD                                                         872              965
                                                                                                     ---              ---

CASH AND DUE FROM BANKS, END OF PERIOD                                                  $          1,341  $           840
                                                                                        ================  ===============

SUPPLEMENTAL DISCLOSURES
   Schedule of cash paid for:
     Interest                                                                           $            503  $           548
                                                                                        ----------------  ---------------
     Income taxes                                                                       $            186  $            10
                                                                                        ----------------  ---------------


</TABLE>






           See notes to unaudited financial statements.

                                      -5-

<PAGE>

                       DARLINGTON COUNTY BANCSHARES, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION
------------------------------

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  item  310(b)  of
Regulation S-B of the Securities and Exchange Commission.  Accordingly,  they do
not  include all  information  and  footnotes  required  by  generally  accepted
accounting principles for complete financial statements. However, in the opinion
of management,  all  adjustments  (consisting of normal  recurring  adjustments)
considered necessary for a fair presentation have been included.


NOTE 2 - NET INCOME PER SHARE
-----------------------------

     Net  income  per share is  computed  on the basis of the  weighted  average
number of common shares  outstanding  in accordance  with Statement of Financial
Accounting  Standards No. 128,  "Earnings per Share". The Bank does not have any
instruments  which are dilutive;  therefore,  only basic net income per share of
common stock is presented.


NOTE 3 - ORGANIZATION
---------------------

     Darlington County Bancshares,  Inc. (the "Company"),  was organized in July
1999 for the purpose of being a holding company for Darlington  County Bank (the
"Bank").  On July  1,  1999,  pursuant  to a Plan of  Exchange  approved  by the
shareholders,  all of the  outstanding  shares of capital stock of the Bank were
exchanged for shares of common stock of the Company.  A par value  conversion of
$788,000  was recorded to reflect a change in the par value of common stock from
$5.00 per share to $.01 per share. The Company  presently engages in no business
other than that of owning the Bank and has no employees.


ITEM 2.
-------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements and related notes  appearing in the 1998 Annual Report
of  Darlington  County  Bank.  Results  of  operations  for the  nine-month  and
three-month  period ending September 30, 1999 are not necessarily  indicative of
the results to be attained for any other period.  The following  information may
contain  forward-looking  statements that involve risks and  uncertainties.  The
Bank's actual results may differ  materially  from the results  discussed in the
forward- looking statements.

NET INTEREST INCOME

     Net  interest  income is the  difference  between  the  interest  earned on
     earning  assets and the interest  paid for funds  acquired to support those
     assets.  Net interest income,  the principal source of the Bank's earnings,
     was $983,000 and $949,000 for the nine months ended  September 30, 1999 and
     September  30,  1998  and  $306,000  and  $325,000  for the  quarter  ended
     September 30, 1999 and 1998, respectively.

     Changes  that affect net  interest  income are changes in the average  rate
     earned on  interest-earning  assets,  changes in the  average  rate paid on
     interest-bearing liabilities, and changes in the volume of interest-earning
     assets and interest-bearing liabilities.

                                       -6-

<PAGE>

     Interest-earning  assets  for  the  third  quarter  of  1999  decreased  by
     $1,712,000   or  6   percent   over  the  same   period   in  1998,   while
     interest-bearing  liabilities  decreased  by $20,000 or less than 1 percent
     comparing the third quarter of 1999 with the third quarter of 1998.
<TABLE>
<CAPTION>

                AVERAGE BALANCES, INCOME AND EXPENSES, AND RATES

                                                              For the nine months ended September 30,
                                                              ---------------------------------------
                                                1999                                            1998
                             ------------------------------------------      -------------------------------------------
                                                               Annualized                                       Annualized
                                Average         Income/           Yield/        Average        Income/            Yield/
                                balance         expense            rate         balance        expense             rate
<S>                          <C>            <C>                     <C>      <C>             <C>

Federal funds sold           $   3,268,205  $      119,000          4.85%    $   3,697,037   $      147,000         5.30%
Investment securities            6,264,198         274,000          5.83         4,136,531          186,000         6.00
Loans                           15,931,199       1,093,000          9.15         16,652,811       1,164,000         9.32
                                ----------       ---------          ----         ----------       ---------         ----
     Total earning assets    $  25,463,602       1,486,000          7.78     $  24,486,379        1,497,000         8.15
                             =============                                   =============
     Total interest bearing
       liabilities           $  19,779,854         503,000          3.39     $  18,485,407          548,000         3.95
                             =============         -------          ----     =============          -------         ----
Net interest spread                                                 4.39%                                           4.20%
Net interest income/margin                  $      983,000          5.15%                    $      949,000         5.17%
                                            ==============          ====                     ==============         ====

</TABLE>

As  reflected  above,  for the nine months of 1999 the average  yield on earning
assets   amounts   amounted  to  7.78   percent,   while  the  average  cost  of
interest-bearing  liabilities was 3.39 percent. For the same period of 1998, the
average  yield on  earning  assets  was 8.15  percent  and the  average  cost of
interest-bearing  liabilities  was 3.95  percent.  The  decrease in the yield on
earning assets is  attributable  to a decrease in the yield on loans that have a
larger average balance than other components of earning assets. The net interest
margin is computed by  subtracting  interest  expense from  interest  income and
dividing  the  resulting  figure by  average  interest-earning  assets.  The net
interest margin for the period ended September 30, 1999 was 5.15 percent and for
1998 was 5.17 percent.

The following  table  represents  changes in the  Company's net interest  income
which  are  primarily  a  result  of  changes  in the  volume  and  rates of its
interest-earning assets and interest-bearing liabilities.
<TABLE>
<CAPTION>

                   Analysis of Changes in Net Interest Income

                                                                                      FOR THE NINE MONTHS ENDED
                                                                                   September 30, 1999 versus 1998
                                                                                   ------------------------------
                                                                            Volume            Rate          Net change
                                                                            ------            ----          ----------
<S>                                                                     <C>               <C>             <C>

Interest income related to:
   Federal fund sold                                                     $     (17,000)   $   (11,000)    $       (28,000)
   Investment securities                                                        95,000         (7,000)             88,000
   Loans                                                                       (50,000)        (21,000)           (71,000)
                                                                                -------         -------            -------
       Total income on earning assets                                           28,000        (39,000)            (11,000)
       Total expense on interest-bearing liabilities                           (38,000)        83,000              45,000
                                                                               -------         ------              ------
Net interest income                                                      $     (10,000)   $    44,000     $        34,000
                                                                         =============    ===========     ===============
</TABLE>






                                       -7-

<PAGE>

RESULTS OF OPERATIONS

     The Bank's net income for the third  quarter of 1999 was  $100,000  or $.63
     per share  compared to $101,000 or $.64 per share for the third  quarter of
     1998.  The Bank's net income for the nine months ended  September  30, 1999
     was  $289,000 or $1.83 per share as compared to $299,000 or $1.89 per share
     for the nine months ended September 30, 1998.

     Noninterest  income for the three months ended  September 30, 1999 and 1998
     were $83,000 and  $61,000,  respectively.  Noninterest  income for the nine
     months  ended  September  30,  1999 and 1998 were  $210,000  and  $188,000,
     respectively.  Noninterest  income  increased as a result of higher service
     charges on deposit accounts.

     Noninterest expenses for the three months ended September 30, 1999 and 1998
     were $247,000 and $220,000, respectively. Noninterest expenses for the nine
     months  ended  September  30,  1999 and 1998 were  $757,000  and  $637,000,
     respectively.  The increase is due to higher  salaries and data  processing
     costs in 1999.

     The  allowance  for loan losses was 1.34 percent of loans,  net of unearned
     income,  at September  30, 1999  compared to 1.30 percent at September  30,
     1998. In management's  opinion,  the allowance for loan losses at September
     30, 1999 and 1998 is adequate.


   LIQUIDITY

     Liquidity  is the ability to meet  current and future  obligations  through
     liquidation  or  maturity  of  existing   assets  or  the   acquisition  of
     liabilities.  Darlington County Bank manages both assets and liabilities to
     achieve  appropriate levels of liquidity.  Cash and short-term  investments
     are the Bank's primary  sources of asset  liquidity.  These funds provide a
     cushion against short-term fluctuations in cash flow from both deposits and
     loans. The investment portfolio is the Bank's principal source of secondary
     asset  liquidity.  However,  the  availability  of this  source of funds is
     influenced by market conditions. Individual and commercial deposits are the
     Bank's primary source of funds for credit activities.  Management  believes
     that the Bank's liquidity sources are adequate to meet its operating needs.


   LOANS

     Commercial,  financial and agricultural loans totaling $6,417,000 comprised
     38.4 percent of the total loan  portfolio as of September  30, 1999.  Loans
     secured  by real  estate  for  construction  and land  development  totaled
     $369,000 or 2.2 percent of the total loan  portfolio  while all other loans
     secured by real estate  totaled  $6,180,000 or 37 percent of the total loan
     portfolio as of September 30, 1998.  Installment  loans and other  consumer
     loans to  individuals  totaling  $3,742,000  comprised  22.4 percent of the
     total loan portfolio.


CAPITAL RESOURCES

     The capital base for the Bank  increased by $22,000  during the nine months
     of 1999.  This net change  includes an increase to equity for net income of
     $289,000  offset  by  dividends  of  $102,000  and  unrealized   losses  on
     investment securities of $165,000. The Bank's equity to asset ratio was 9.3
     percent on September  30, 1999,  compared to 10.52  percent on December 31,
     1998. The Federal Deposit  Insurance  Corporation has issued guidelines for
     risk-based capital requirements.  As of June 30, 1999, the Bank exceeds the
     capital requirement levels that are to be maintained.









                                       -8-


<PAGE>
<TABLE>
<CAPTION>


                                                       CAPITAL RATIOS
                                                   (AMOUNTS IN THOUSANDS)

                                                                               Well                      Adequately
                                                                            Capitalized                  Capitalized
                                           Actual                           Requirement                  Requirement
                                           ------                           -----------                  -----------
                                   Amount            Ratio        Amount            Ratio        Amount           Ratio
                                   ------            -----        ------            -----        ------           -----
<S>                              <C>                 <C>      <C>                   <C>         <C>                <C>

Total capital (to risk weighted
   assets)                       $     3,501         20.2%    $  1,733              10.0%       $   1,386          8.0%
Tier 1 capital (to risk weighted
   assets)                             3,284         19.0%       1,040               6.0%             693          4.0%
Tier 1 capital (to average assets)     3,284         12.0%       1,372               5.0%           1,097          4.0%

</TABLE>

YEAR 2000

     The Bank  recognizes that there is business risk  surrounding  computerized
     systems as the new  century  approaches.  Many  computer-based  information
     systems in use today  exclude the  century as part of the date  definition,
     which could cause inaccurate interest calculations on loans and deposits. A
     number of computer  systems used by the Bank in its  day-to-day  operations
     will be affected by the "Year 2000 Problem".  Management has  established a
     Year 2000 Project Team (the "Y2K Team") which has  identified all affected,
     mission critical systems and is currently working to ensure that this event
     will not disrupt operations. The Y2K Team reports regularly to the Board of
     Directors.

     The Bank relies  heavily on third party  service  providers  and is working
     closely  with  all  outside   computer  vendors  to  ensure  that  software
     corrections and warranty  commitments are obtained.  The Bank has performed
     internal and external  testing with third parties to ensure that remediated
     systems  accurately  process data. The last phase of integrated testing was
     completed July 1999.  The estimated  cost to the Bank for these  corrective
     actions was not material. Incomplete or untimely compliance, however, could
     have a material  adverse effect on the company,  the dollar amount of which
     cannot be  accurately  quantified  at this  time  because  of the  inherent
     variables and uncertainties involved.  Management has developed contingency
     plans to address  failures by third party  service  providers  to remediate
     Bank defined mission critical systems. The plan includes the development of
     an in-house system to meet the Bank's needs.

IMPACT OF INFLATION

     Unlike most industrial  companies,  the assets and liabilities of financial
     institutions such as the Bank are primarily monetary in nature.  Therefore,
     interest  rates have a more  significant  impact on the Bank's  performance
     than do the effects of changes in the general rate of inflation and changes
     in prices. In addition,  interest rates do not necessarily move in the same
     magnitude as the prices of goods and  services.  As  discussed  previously,
     management seeks to manage the  relationships  between  interest  sensitive
     assets and liabilities in order to protect against wide rate  fluctuations,
     including those resulting from inflation.












                                       -9-

<PAGE>

                                   SIGNATURES


Under the requirements of the Securities Exchange Act of 1934, the Bank has duly
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.




            Darlington County Bank
            ----------------------
                 Name of Bank



By:  /s/ W. B. McCown, III                  Date:   March 30, 2000
---------------------------------                   ----------------------
     W. B. McCown, III, President and
     Chief Executive Officer


By:  /s/ Ellen T. Berry                     Date:  March 30, 2000
----------------------------------                 -----------------------
     Ellen T. Berry, Vice President and
     Cashier













                                      -10-