U.S. SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                   FORM 10-QSB

 X                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
---                  OF THE SECURITIES EXCHANGE ACT OF 1934


                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                                       OR

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

                         Commission File No.:  000-30001


                       DARLINGTON COUNTY BANCSHARES, INC.
        (Exact name of small business issuer as specified in its charter)

                      South Carolina                 57-0805621
                (State or other jurisdiction      (I.R.S. Employer
            of incorporation or organization)     Identification No.)

                                202 CASHUA STREET
                        DARLINGTON, SOUTH CAROLINA 29532
                         (Address of principal executive
                          offices, including zip code)

                                 (843) 656-5000
                (Issuer'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 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
                                     ---      ---

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

    158,000 SHARES OF COMMON STOCK, $0.01 PAR VALUE, AS OF OCTOBER 31, 2004

    Transitional Small Business Disclosure Format (check one): Yes [_] No [X]



<PAGE>
                                           DARLINGTON COUNTY BANCSHARES, INC.

                                                         INDEX

<TABLE>
<CAPTION>
PART I. -   FINANCIAL INFORMATION                                                                              PAGE NO.
---------------------------------                                                                              --------
<S>         <C>                                                                                                <C>

Item 1.     Financial Statements (Unaudited)

            Condensed Consolidated Balance Sheets - September 30, 2004 and December 31, 2003 . . . . . . . . . .      3

            Condensed Consolidated Statements of Operations -
              Nine months ended September 30, 2004 and 2003 and three months ended September 30, 2004 and 2003 .      4

            Condensed Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income -
              Nine months ended September 30, 2004 and 2003. . . . . . . . . . . . . . . . . . . . . . . . . . .      5

            Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 2004 and 2003. . .      6

            Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .      7

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . .   8-13

Item 3.     Controls and Procedures . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     13

PART II. -  OTHER INFORMATION
-----------------------------

Item 1.     Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     13

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds. . . . . . . . . . . . . . . . . . . . .     13

Item 3.     Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     13

Item 4.     Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . . .     13

Item 5.     Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     13

Item 6.     Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                 DARLINGTON COUNTY BANCSHARES, INC.

                                    CONSOLIDATED BALANCE SHEETS

PART I - FINANCIAL INFORMATION
------------------------------

ITEM 1 - FINANCIAL STATEMENTS
-----------------------------
                                                                 SEPTEMBER 30,    DECEMBER 31,
                                                                     2004             2003
                                                                ---------------  --------------
(Dollars in thousands)                                            (UNAUDITED)
<S>                                                             <C>              <C>

ASSETS
Cash and cash equivalents:
  Cash and due from banks                                       $        3,555   $       1,378
  Federal funds sold                                                     2,250           1,368
                                                                ---------------  --------------
    Total cash and cash equivalents                                      5,805           2,746
                                                                ---------------  --------------
Securities available-for-sale                                           11,490          11,065
Securities held-to-maturity                                                511              85
Nonmarketable equity securities                                             50              50
                                                                ---------------  --------------
    Total investment securities                                         12,051          11,200
                                                                ---------------  --------------
Loans                                                                   20,773          20,543
Less allowance for loan losses                                            (234)           (215)
                                                                ---------------  --------------
    Loans, net                                                          20,539          20,328
Premises and equipment, net                                                894             940
Accrued interest receivable                                                266             295
Other assets                                                               126             134
                                                                ---------------  --------------
    Total assets                                                $       39,681   $      35,643
                                                                ===============  ==============

LIABILITIES
Deposits
  Demand                                                        $        5,592   $       6,384
  Savings and NOW                                                       24,661          19,256
  Other time deposits                                                    5,319           5,928
                                                                ---------------  --------------
    Total deposits                                                      35,572          31,568

Accrued interest payable                                                    22              23
Other liabilities                                                           58              79
                                                                ---------------  --------------
    Total liabilities                                                   35,652          31,670

STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 1,000,000 shares authorized,
  158,000 shares issued and outstanding at September 30, 2004
  and December 31, 2003                                                      2               2
Capital in excess of par value of stock                                  1,618           1,618
Retained earnings                                                        2,462           2,355
Accumulated other comprehensive loss                                       (53)             (2)
                                                                ---------------  --------------
    Total stockholders' equity                                           4,029           3,973
                                                                ---------------  --------------
    Total liabilities and stockholders' equity                  $       39,681   $      35,643
                                                                ===============  ==============
<FN>
                             See notes to consolidated financial statements.
</TABLE>


                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>
                                   DARLINGTON COUNTY BANCSHARES, INC.

                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (UNAUDITED)

                                                        NINE MONTHS ENDED     THREE MONTHS ENDED
                                                           SEPTEMBER 30,         SEPTEMBER 30,
                                                      ---------------------------------------------
(Dollars in thousands)                                  2004        2003       2004        2003
                                                      ---------  ----------  ---------  -----------
<S>                                                   <C>        <C>         <C>        <C>

INTEREST INCOME:
  Loans, including fees                               $   1,050  $    1,090  $     353  $       377
  Investment securities:
    Taxable                                                 264         184         91           63
    Nontaxable                                               14          20          4            7
    Nonmarketable equity securities                           1           -          -            -
  Federal funds sold                                         24          27         9             7
                                                      ---------  ----------  ---------  -----------
      Total interest income                               1,353       1,321        457          454
                                                      ---------  ----------  ---------  -----------

INTEREST EXPENSE:
  Deposits                                                  246         284         82           98
                                                      ---------  ----------  ---------  -----------
      Total interest expense                                246         284         82           98
                                                      ---------  ----------  ---------  -----------
NET INTEREST INCOME                                       1,107       1,037        375          356
Provision for loan losses                                    54          72         18           30
                                                      ---------  ----------  ---------  -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES       1,053         965        357          326
                                                      ---------  ----------  ---------  -----------

NONINTEREST INCOME:
  Service charges on deposit accounts                       257         240         87           78
  Gains on sales of securities available-for-sale             -          20          -            -
  Other service charges, commissions and fees                32          17         13            6
                                                      ---------  ----------  ---------  -----------
      Total                                                 289         277        100           84
                                                      ---------  ----------  ---------  -----------

NONINTEREST EXPENSES:
  Salaries and employee benefits                            503         539        171          183
  Net occupancy expense                                      63          62         23           21
  Furniture and equipment expense                            85          83         29           29
  Other operating expenses                                  293         276        106           94
                                                      ---------  ----------  ---------  -----------
      Total                                                 944         960        329          327
                                                      ---------  ----------  ---------  -----------

INCOME BEFORE INCOME TAXES                                  398         282        128           83
Income tax provision                                        133          94         43           29
                                                      ---------  ----------  ---------  -----------

NET INCOME                                            $     265  $      188  $      85  $        54
                                                      =========  ==========  =========  ===========

PER SHARE
AVERAGE SHARES OUTSTANDING                              158,000     158,000    158,000      158,000
                                                      =========  ==========  =========  ===========
NET INCOME                                            $    1.68  $     1.19  $    0.54  $      0.34
                                                      =========  ==========  =========  ===========
DIVIDENDS PAID                                        $    1.00  $     1.00  $    1.00  $      1.00
                                                      =========  ==========  =========  ===========
<FN>
                             See notes to consolidated financial statements.
</TABLE>


                                      - 4 -
<PAGE>
<TABLE>
<CAPTION>
                                 DARLINGTON COUNTY BANCSHARES, INC.

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                         (UNAUDITED)

                                                                               ACCUMULATED
                                                                                  OTHER
                                                                                 COMPRE-
                                     COMMON STOCK     ADDITIONAL                 HENSIVE
                                   ----------------    PAID-IN     RETAINED      INCOME
(Dollars in thousands)             SHARES   AMOUNT     CAPITAL     EARNINGS      (LOSS)       TOTAL
                                   -------  -------  -----------  ----------  -------------  -------
<S>                                <C>      <C>      <C>          <C>         <C>            <C>

BALANCE, DECEMBER 31, 2002         158,000  $     2  $     1,618  $   2,260   $         67   $3,947

Net income for the period                                               188                     188

Comprehensive income, net of tax                                                      (179)    (179)
                                                                                             -------

Comprehensive income                                                                              9
                                                                                             -------

Cash dividend ($1.00 per share)                                        (158)                   (158)
                                   -------  -------  -----------  ----------  -------------  -------

BALANCE, SEPTEMBER 30, 2003        158,000  $     2  $     1,618  $   2,290   $       (112)  $3,798
                                   =======  =======  ===========  ==========  =============  =======

BALANCE, DECEMBER 31, 2003         158,000  $     2  $     1,618  $   2,355   $         (2)  $3,973

Net income for the period                                               265                     265

Comprehensive income, net of tax                                                       (51)     (51)
                                                                                             -------

Comprehensive income                                                                            214
                                                                                             -------

Cash dividend ($1.00 per share)                                        (158)                   (158)
                                   -------  -------  -----------  ----------  -------------  -------

BALANCE, SEPTEMBER 30, 2004        158,000  $     2  $     1,618  $   2,462   $        (53)  $4,029
                                   =======  =======  ===========  ==========  =============  =======
<FN>
                             See notes to consolidated financial statements.
</TABLE>


                                      - 5 -
<PAGE>
<TABLE>
<CAPTION>
                                 DARLINGTON COUNTY BANCSHARES, INC.

                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (UNAUDITED)


                                                                           NINE MONTHS ENDED
                                                                              SEPTEMBER 30,
                                                                        -----------------------
(Dollars in thousands)                                                     2004        2003
                                                                        ----------  -----------
<S>                                                                     <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                            $     265   $      188
  Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation                                                             65           61
      Provision for loan losses                                                54           72
      Amortization less accretion on investments                               34           31
      Gain on sales of securities available-for-sale                            -          (16)
      Loss on sale of equipment                                                 2            -
      (Increase) decrease in other assets                                      15         (103)
      Increase (decrease) in other liabilities                                (22)          75
                                                                        ----------  -----------
        Net cash provided by operating activities                             413          308
                                                                        ----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from maturities of securities held-to-maturity                      85          560
  Proceeds from sales of investment securities available-for-sale               -          835
  Proceeds from calls and maturities of securities available-for-sale       4,597        3,794
  Purchase of investment securities available-for-sale                     (5,084)      (7,245)
  Purchase of investment securities held-to-maturity                         (512)           -
  Net increase in loans                                                      (265)      (1,723)
  Purchase of equipment                                                       (22)         (17)
  Proceeds from sale of equipment                                               1            -
                                                                        ----------  -----------
        Net cash provided (used) by investing activities                   (1,200)      (3,796)
                                                                        ----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposit accounts                                          4,004        6,307
  Cash dividends paid                                                        (158)        (158)
                                                                        ----------  -----------
        Net cash provided (used) for financing activities                   3,846        6,149
                                                                        ----------  -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                   3,059        2,661

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              2,746        3,530
                                                                        ----------  -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                $   5,805   $    6,191
                                                                        ==========  ===========

CASH PAID FOR
  Interest                                                              $     246   $      288
                                                                        ==========  ===========

  Income taxes                                                          $      78   $      113
                                                                        ==========  ===========
<FN>
                             See notes to consolidated financial statements.
</TABLE>


                                      - 6 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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  Company  does  not  have any
instruments  which  are  dilutive; therefore, only basic net income per share of
common  stock  is  presented.

NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS
---------------------------------------------

No  recent  authoritative  pronouncements that affect accounting, reporting, and
disclosure  of  financial  information  by  us  have occurred during the quarter
ending  September  30,  2004,  other  than  the  items  described  below.

In  November  2003,  the Emerging Issues Task Force ("EITF") reached a consensus
that  certain  quantitative  and  qualitative disclosures should be required for
debt  and  marketable equity securities classified as available for sale or held
to maturity under SFAS No. 115 and SFAS No. 124 that are impaired at the balance
sheet  date  but  for  which  other-than-temporary  impairment  has  not  been
recognized.  Accordingly  EITF  issued  EITF  No.  03-1,  "The  Meaning  of
Other-Than-Temporary  Impairment  and  Its  Application to Certain Investments."
This  issue  addresses  the  meaning  of other-than-temporary impairment and its
application  to  investments  classified as either available for sale or held to
maturity  under  SFAS  No.  115  and provides guidance determining the amount of
impairment and additional quantitative and qualitative disclosures. The guidance
for  determining  the  amount  of  impairment  was scheduled to be effective for
periods  ending  after  June 15, 2004, but has been delayed indefinitely pending
implementation  guidance  by  the FASB.    The disclosure provisions of EITF No.
03-1  were  effective for fiscal years ending after December 15, 2003.  Adopting
the  disclosure  provisions  of  EITF  No.  03-1  did not have any impact on the
Company's  financial  position  or  results  of  operations.

Other  accounting  standards  that  have  been issued or proposed by the FASB or
other  standards-setting bodies that do not require adoption until a future date
are  not  expected  to  have  a  material  impact  on the consolidated financial
statements  upon  adoption.


                                      - 7 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

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 2003 Annual Report of
Darlington  County  Bancshares,  Inc.  Results of operations for the nine months
ending  September  30,  2004 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 Company's
actual  results  may  differ  materially  from  the  results  discussed  in  the
forward-looking  statements.

This  report  contains  "forward-looking  statements"  relating  to,  without
limitation,  future economic performance, plans and objectives of management for
future  operations,  and  projections of revenues and other financial items that
are  based  on the beliefs of our management, as well as assumptions made by and
information  currently  available  to  our  management.  The  words  "expect,"
"estimate,"  "anticipate,"  and  "believe,"  as well as similar expressions, are
intended  to identify forward-looking statements.  Our actual results may differ
materially from the results discussed in the forward-looking statements, and our
operating  performance  each  quarter  is  subject  to  various  risks  and
uncertainties.  The  Private Securities Litigation Reform Act of 1995 provides a
safe  harbor  for  forward-looking statements.  In order to comply with terms of
the  safe  harbor,  the  Company notes that a variety of factors could cause the
Company's  actual  results  and  experience  to  differ  materially  from  the
anticipated  results  or  other  expectations  expressed  in  the  Company's
forward-looking  statements.  The  risks  and  uncertainties that may affect the
operations,  performances,  development  and  results  of the Company's business
include,  but are not limited to, the following:  risks from changes in economic
and  industry  conditions;  changes  in interest rates; risks inherent in making
loans  including  repayment  risks and value of collateral; dependence on senior
management;  and recently-enacted or proposed legislation.  Statements contained
in  this  filing  regarding  the demand for the Company's products and services,
changing  economic  conditions,  interest  rates, consumer spending and numerous
other factors may be forward-looking statements and are subject to uncertainties
and  risks.  When  relying  on forward-looking statements to make decisions with
respect to the Company, investors and others are cautioned to consider these and
other  risks  and  uncertainties.

Such  forward-looking  statements  speak  only  as  of  the  date  on which such
statements  are  made.  We undertake no obligation to update any forward-looking
statement  to  reflect  events  or  circumstances  after  the date on which such
statement  is  made  to  reflect  the  occurrence  of  unanticipated events.  In
addition,  certain  statements  in  future  filings  by  the  Company  with  the
Securities  and  Exchange  Commission, in press releases and in oral and written
statements  made by or with the approval of the Company which are not statements
of  historical  fact  constitute  forward-looking  statements.


RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2004
------------------------------------------------------------

The  Company's  net  income  for  the  nine  months ended September 30, 2004 was
$265,000  or  $1.68 per share as compared to $188,000 or $1.19 per share for the
nine  months  ended  September  30,  2003.

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 Company's earnings, was $1,107,000
and  $1,037,000  for  the  nine  months  ended  September  30,  2004  and  2003,
respectively.  The  increase  was  attributable  to an increase in the volume of
earning  assets  and  lower  cost  of  funds.

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.


                                      - 8 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS - continued
-------------

Average  interest-earning assets during the nine months ended September 30, 2004
increased  by  $7,569,533  or  25.1% over the same period in 2003, while average
interest-bearing liabilities increased by $3,567,743 or 15.2% comparing the nine
months  ended  September  30,  2004  and  2003.

<TABLE>
<CAPTION>
                                            AVERAGE BALANCES, INCOME AND EXPENSES, AND RATES
                                                  NINE MONTHS ENDED SEPTEMBER 30, 2004
                                        ------------------------------------------------------
                                             AVERAGE            INCOME/         ANNUALIZED
                                             BALANCE            EXPENSE         YIELD/RATE
                                        ------------------  ---------------  -----------------
<S>                                     <C>                 <C>              <C>
  Federal funds sold                    $        3,087,299  $        24,000              1.04%
  Investment securities                         14,529,000          279,000              2.56%
  Loans                                         20,103,032        1,050,000              6.96%
                                        ------------------  ---------------
    Total earning assets                $       37,719,331        1,353,000              4.78%
                                        ==================
    Total interest bearing liabilities  $       27,109,141          246,000              1.21%
                                        ==================  ---------------  -----------------
  Net interest spread                                                                    3.57%

  Net interest income/margin                                $     1,107,000              3.91%
                                                            ===============  =================
</TABLE>

<TABLE>
<CAPTION>
                                           AVERAGE BALANCES, INCOME AND EXPENSES, AND RATES
                                                 NINE MONTHS ENDED SEPTEMBER 30, 2003
                                        ------------------------------------------------------
                                             AVERAGE            INCOME/          ANNUALIZED
                                             BALANCE            EXPENSE          YIELD/RATE
                                        ------------------  ---------------  ------------------
<S>                                     <C>                 <C>              <C>

  Federal funds sold                    $        3,343,217  $       27,000                1.08%
  Investment securities                          7,248,599         204,000                3.73%
  Loans                                         19,557,982       1,090,000                7.43%
                                        ------------------  ---------------

   Total earning assets                 $       30,149,798       1,321,000                5.83%
                                        ==================
    Total interest bearing liabilities  $       23,541,398         284,000                1.61%
                                        ==================  ---------------  ------------------

  Net interest spread                                                                     4.22%

  Net interest income/margin                                $        1,037,000            4.59%
                                                            ==================  ===============
</TABLE>

As  reflected  above,  for  the nine months of 2004 the average yield on earning
assets  amounts  amounted  to  4.78%, while the average cost of interest-bearing
liabilities  was  1.21%.  For  the  same  period  of  2003, the average yield on
earning  assets  was  5.83% and the average cost of interest-bearing liabilities
was  1.61%.  The  decrease  in  the yield on earning assets is attributable to a
decrease  in  the yield on all interest 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, 2004 was 3.91% and for 2003 was 4.59%.

NONINTEREST INCOME
------------------

Noninterest  income  for  the  nine months ended September 30, 2004 and 2003 was
$289,000  and  $277,000,  respectively.  Service  charges  on  deposit  accounts
increased  $17,000  or  7.1%  to  $257,000  when comparing the nine months ended
September  30,  2004 to 2003.  This increase was a result of the increase in the
volume of deposits over the two periods.  Other service charges, commissions and
fees  also  increased  $15,000  or  88.2%  when  comparing the nine months ended
September  30,  2004 to 2003.  There were no gains on sales of securities during
the  nine months ended September 30, 2004 as compared to $20,000 during the same
period  in  2003.


                                      - 9 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS -  continued
-------------

NONINTEREST EXPENSES
--------------------

Noninterest  expenses  for the nine months ended September 30, 2004 and 2003 was
$944,000  and  $960,000,  respectively.  Noninterest  expenses  decreased due to
decreases  in salaries and employee benefits expense, which were lower primarily
as a result of the retirement of our former president at the end of 2003 who was
replaced by our executive vice president.  Other operating expenses increased by
$17,000  during  the nine months ended September 30, 2004 when compared to 2003.
This  increase was primarily a result of costs associated with our efforts to go
private.

PROVISION FOR LOAN LOSSES
-------------------------

The  allowance  for  loan  losses  was  1.13% of loans, as of September 30, 2004
compared  to  1.05%  at  December  31,  2003.  The provision for loan losses was
$54,000  and  $72,000  for  the  nine  months ended September 30, 2004 and 2003,
respectively.  Management  reviews  the  adequacy of the allowance on an ongoing
basis  and  believes  the  allowance  is  adequate.

Risks  are  inherent  in  making  all loans, including risks with respect to the
period  of  time over which loans may be repaid, risks resulting from changes in
economic  and  industry  conditions,  risks  inherent in dealing with individual
borrowers,  and,  in  the  case  of  a collateralized loan, risks resulting from
uncertainties  about  the  future  value  of  the  collateral.  We  maintain  an
allowance  for  loan losses based on, among other things, historical experience,
an  evaluation  of economic conditions, and regular reviews of delinquencies and
loan  portfolio  quality.  Our  judgment  about the adequacy of the allowance is
based  upon  a number of assumptions about future events, which we believe to be
reasonable, but which may not prove to be accurate.  Thus, charge-offs in future
periods  could  exceed  the allowance for loan losses, or substantial additional
increases  in the allowance for loan losses could be required.  Additions to the
allowance  for  loan  losses  would  result in a decrease of our net income and,
possibly,  our  capital.  Based on present information, we believe the allowance
for  loan  losses  is adequate at September 30, 2004 to meet presently known and
inherent  risks  in  the  loan  portfolio.

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2004
-------------------------------------------------------------

The  Company's net income for the third quarter of 2004 was $85,000 or $0.54 per
share  compared  to  $54,000  or  $0.34 per share for the third quarter of 2003.

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 Company's earnings, was $375,000
and  $356,000  for the quarters ended September 30, 2004 and 2003, respectively.

NONINTEREST INCOME
------------------

Noninterest  income  for the three months ended September 30, 2004 and 2003 were
$100,000  and  $84,000,  respectively.  Noninterest  income  increased due to an
increase  in  service  charges  on  deposit  accounts from $78,000 for the three
months  ended  September  30,  2003 to $87,000 for the same period in 2004 and a
$7,000 increase in other service charges, commissions and fees.  The increase in
service  charges  was a result of an increase in the volume of deposits over the
two  periods.

NONINTEREST EXPENSES
--------------------

Noninterest expenses for the three months ended September 30, 2004 and 2003 were
$329,000  and  $327,000,  respectively.  Noninterest  expenses  increased due to
increased  occupancy expense and other operating expenses.  These increases were
due  to  the  normal  growth  of  the  Bank.

PROVISION FOR LOAN LOSSES
-------------------------

The provision for loan losses was $18,000 and $30,000 for the three months ended
September  30,  2004 and 2003, respectively. The provision was higher during the
third  quarter  of  2003  as management identified some potential problem loans.


                                     - 10 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS - continued
-------------

FINANCIAL CONDITION
-------------------

LIQUIDITY
---------

Liquidity  is  the  ability  to  meet  current  and  future  obligations through
liquidation  or  maturity  of existing assets or the acquisition of liabilities.
The Company manages both assets and liabilities to achieve appropriate levels of
liquidity.  Cash and short-term investments are the Company'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.  Management believes
that  the  Company's liquidity sources are adequate to meet its operating needs.
However,  we have approximately $2,500,000 of unused lines of credit to purchase
federal  funds  should  additional  funding  sources  be  needed.

OFF-BALANCE SHEET RISK
----------------------

Through  the  operations  of  our  Bank, we have made contractual commitments to
extend  credit  in  the  ordinary  course  of  our  business  activities.  These
commitments  are  legally  binding  agreements to lend money to our customers at
predetermined  interest  rates for a specified period of time.  At September 30,
2004,  we  had issued commitments to extend credit of $4,782,000 through various
types  of  commercial  lending arrangements.  We evaluate each customer's credit
worthiness  on  a  case-by-case  basis.  The  amount  of collateral obtained, if
deemed  necessary  by  us  upon  extension  of  credit,  is  based on our credit
evaluation  of  the  borrower.  Collateral  varies  but  may  include  accounts
receivable, inventory, property, plant and equipment, commercial and residential
real  estate.  We manage the credit risk on these commitments by subjecting them
to  normal  underwriting  and  risk  management  processes.

INVESTMENT SECURITIES
---------------------

Total  investment  securities increased $851,000 during the first nine months of
2004.  This  increase was due to an increase in securities available for sale of
$425,000, and an increase in securities held-to-maturity of $426,000.  A portion
of  excess  funds  generated  from  deposit  growth  were invested in securities
available  for  sale  and  securities  held-to-maturity.

LOANS
-----

Loans  increased  slightly  during  the  first  nine  months of 2004.  Net loans
increased  $211,000,  or  1.04%,  during  the  period.  As shown below, the main
components  of  growth in the loan portfolio were real estate-construction loans
which  increased  37.9%,  or  $467,000,  and  real  estate  mortgage loans which
increased  $162,000,  or  1.7%,  from  December  31, 2003 to September 30, 2004.
Balances  within  the major loans receivable categories as of September 30, 2004
and  December  31,  2003  are  as  follows:

<TABLE>
<CAPTION>
                                SEPTEMBER 30,   DECEMBER 31,
                                     2004           2003
                                --------------  -------------
<S>                             <C>             <C>

    Real estate - construction  $    1,698,000  $   1,231,000
    Real estate - mortgage           9,673,000      9,511,000
    Commercial and industrial        3,428,000      3,755,000
    Agriculture                      1,040,000        931,000
    Consumer and other               4,934,000      5,115,000
                                --------------  -------------
                                $   20,773,000  $  20,543,000
                                ==============  =============
</TABLE>


                                     - 11 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATIONS -  continued
-------------

DEPOSITS
--------

Total  deposits  increased  $4,004,000  or 12.7% to $35,572,000 during the first
nine months of 2004.  The largest increase was in savings and NOW accounts which
increased  $5,405,000  to  $24,661,000 at September 30, 2004.  We offer a higher
interest  rate  on  money market accounts than do our competitors.  Money market
account  are an important source of our deposits and we anticipate continuing to
offer  competitive  rates  on  such  deposits  in  the  near  future.

CAPITAL RESOURCES
-----------------

The  capital  base  for  the  Company increased by $56,000 during the first nine
months  of  2004.  This net change includes an increase to equity for net income
of $265,000 offset by a decrease in unrealized gains on investment securities of
$51,000  and  cash  dividends  paid  of  $158,000.

The  Federal  Deposit Insurance Corporation has issued guidelines for risk-based
capital  requirements.  As  of  September 30, 2004, the Bank exceeds the capital
requirement  levels  that  are  to  be  maintained.

<TABLE>
<CAPTION>
                                                                WELL CAPITALIZED     ADEQUATELY CAPITALIZED
                                                ACTUAL             REQUIREMENT           REQUIREMENT
                                            ---------------  --------------------  -------------------------
  (Dollars in thousands)                    AMOUNT   RATIO     AMOUNT     RATIO      AMOUNT        RATIO
                                            -------  ------  ----------  --------  -----------  ------------
<S>                                         <C>      <C>     <C>         <C>       <C>          <C>
  Total capital (to risk-weighted assets)   $ 4,284  17.32%  $    2,473     10.0%  $     1,978          8.0%

  Tier 1 capital (to risk weighted assets)  $ 4,050  16.38%  $    1,484      6.0%  $       989           .0%

  Tier 1 capital (to average assets)        $ 4,050  10.89%  $    1,860      5.0%  $     1,488          4.0%
</TABLE>

Pursuant  to  an Agreement and Plan of Reoganization dated September 1, 2004, we
are  effecting  a  reorganization that will take the Company private by reducing
its  number of shareholders of record below 300.  Under the Plan, record holders
of  fewer  than  100 shares of our common stock will receive $31.00 per share in
cash  for  their  shares,  while holders of 100 or more shares will retain their
shares.  We  anticipate  that  we  will  save approximately $100,000 per year in
direct  and  indirect SEC reporting costs as a result of the Reorganization.  We
also anticipate that we will incur approximately $62,000 in transaction expenses
in  effecting  the Reorganization, with approximately $161,355 being required to
pay  for  the  shares  of  common  stock exchanged for cash.  We plan to pay the
transaction  expenses  and  capital  cost of the Reorganization out of available
cash.

CRITICAL ACCOUNTING POLICIES
----------------------------

We  have  adopted  various  accounting  policies which govern the application of
accounting principles generally accepted in the United States in the preparation
of  our financial statements.  Our significant accounting policies are described
in  the  notes  to the consolidated financial statements at December 31, 2003 as
filed  in our annual report on Form 10-KSB.  Certain accounting policies involve
significant  judgments and assumptions by us which have a material impact on the
carrying  value of certain assets and liabilities.  We consider these accounting
policies  to  be critical accounting policies.  The judgments and assumptions we
use, which we believe to be reasonable under the circumstances, are based on the
historical experience and other factors.  Because of the nature of the judgments
and  assumptions  we  make, actual results could differ from these judgments and
estimates,  which could have a major impact on our carrying values of assets and
liabilities  and  our  results  of  operations.

We  believe  the  allowance for loan losses is a critical accounting policy that
requires the most significant judgments and estimates used in preparation of our
consolidated  financial  statements.  Refer  to  the portions of our 2003 Annual
Report  on  Form 10-KSB and this Form 10-QSB that address our allowance for loan
losses  for  a  description of our processes and methodology for determining our
allowance  for  loan  losses.  There  have  been  no  significant changes in our
critical  accounting  policies  since  December  31,  2003.

EFFECTS  OF  REGULATORY  ACTION
-------------------------------

Our  management  is  not  aware  of  any  current  recommendations by regulatory
authorities,  which if they were to be implemented, would have a material effect
on  liquidity,  capital  resources,  or  operations.

IMPACT OF INFLATION
-------------------


                                     - 12 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

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.


                                     - 13 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

ITEM 3. CONTROLS AND PROCEDURES
-------------------------------

Our  management,  with  the participation of our chief executive officer and our
chief  financial  officer,  has  evaluated  the  effectiveness of our disclosure
controls  and  procedures  (as  defined  in 17 C.F.R. Sections 240.13a-15(e) and
240.15d-15(e))  as  of  September  30,  2004, and, based on such evaluation, our
chief executive officer and chief financial officer concluded that such controls
and  procedures  were  effective  as  of  September  30,  2004.

There  were  no  significant  changes  in  our  internal controls over financial
reporting or in other factors during the fiscal quarter ended September 30, 2004
that  have  materially  affected, or are reasonably likely to materially affect,
our  internal  controls  over  financial  reporting,  and  there  have  been  no
corrective  actions  with  respect  to  significant  deficiencies  or  material
weaknesses.


                                     - 14 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

PART II - OTHER INFORMATION
---------------------------

ITEM 1. LEGAL PROCEEDINGS
-------------------------

There  are  no  material  pending  legal proceedings to which the Company or its
subsidiary  is  a  party  to  which  any  of  their  property  is  the  subject.


ITEM 2.UNREGISTERED SALES OF EQUITYSECURITIES AND USE OF PROCEEDS
-----------------------------------------------------------------

The  Company  does not have, and did not terminate, an existing stock repurchase
program  and  did  not  repurchase  any of its shares of common stock during the
third  quarter  of  2004.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------

Not  Applicable


ITEM 4. SUBMISSION OFMATTERS TO AVOTE OFSECURITYHOLDERS
-------------------------------------------------------

Note  Applicable

ITEM 5. OTHER INFORMATION
-------------------------

None

ITEM 6. EXHIBITS
----------------

     2.1  Agreement  and  Plan of Reorganization dated September 1, 2004 between
Darlington  County  Bancshares,  Inc.  and  Darlington  Interim  Corporation
(incorporated  by  reference  to  the Definitive Proxy Statement on Schedule 14A
filed  with  the  Commission  on  November  10,  2004,  File  No.  000-30001).

     31.1 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act
          of  2002

     31.2 Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act
          of  2002

     32.1 Certification  Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant
          to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002

     32.2 Certification  Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant
          to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002


                                     - 15 -
<PAGE>
                        DARLINGTON COUNTY BANCSHARES, INC.

                                   SIGNATURES

In  accordance with 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 BANCSHARES, INC.
----------------------------------
Name of Bank


By: /s/HENRY M. FUNDERBURK                               Date: November 12, 2004
    ----------------------------                               -----------------
    Henry M. Funderburk, President and
    Chief Executive Officer



By: /s/ELLEN BERRY                                       Date: November 12, 2004
    ----------------------------                               -----------------
    Ellen  Berry
    Vice President and Cashier (Controller)
    Darlington County Bank



By: /s/CHARLES A. HARDIN                             Date:     November 12, 2004
    ----------------------------                               -----------------
    Charles A. Hardin, Vice President
    Darlington County Bank
    (Performing the Functions of Chief Financial
    Officer of Darlington County Bancshares, Inc.)


                                     - 16 -
<PAGE>