FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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



For the quarter ended  June 30, 2002            Commission File Number  0-11172


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

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

           1230 MAIN STREET
        COLUMBIA, SOUTH CAROLINA                                    29201
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code   (803) 733-2659
                                                     --------------

                                    NO CHANGE
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

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

                      Class                        Outstanding at July 31, 2002
                      -----                        ----------------------------

       VOTING COMMON STOCK, $5.00 PAR VALUE               878,040     SHARES
     NON-VOTING COMMON STOCK, $5.00 PAR VALUE              36,409     SHARES


<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARIES
===================================================================================================================

CONSOLIDATED STATEMENTS OF CONDITION - UNAUDITED (DOLLARS IN THOUSANDS, EXCEPT PAR VALUES)


                                                                            JUNE 30,     December 31,    June 30,
                                                                              2002           2001          2001
                                                                           -----------  --------------  -----------
<S>                                                                        <C>          <C>             <C>
ASSETS
Cash and due from banks                                                    $  156,351   $     157,998   $  146,517
Federal funds sold                                                            138,000          97,900      158,600
                                                                           -----------  --------------  -----------
Total cash and cash equivalents                                               294,351         255,898      305,117
                                                                           -----------  --------------  -----------

Investment securities:
  Held-to-maturity, at amortized cost (fair value June 30, 2002-$22,677;
    December 31, 2001-$23,729; and June 30, 2001-$27,321)                      22,153          23,309       26,919
  Available-for-sale, at fair value                                           932,432         876,446      790,347
                                                                           -----------  --------------  -----------
Total investment securities                                                   954,585         899,755      817,266
                                                                           -----------  --------------  -----------


Gross loans                                                                 2,285,483       2,262,283    2,159,166
  Less: Allowance for loan losses                                             (40,740)        (40,259)     (38,459)
                                                                           -----------  --------------  -----------
Net loans                                                                   2,244,743       2,222,024    2,120,707
                                                                           -----------  --------------  -----------

Premises and equipment                                                        104,207          97,497       95,829
Interest receivable                                                            21,520          20,011       22,674
Intangible assets                                                              39,389          43,648       44,686
Other assets                                                                   40,365          35,847       33,344
                                                                           -----------  --------------  -----------
     TOTAL ASSETS                                                          $3,699,160   $   3,574,680   $3,439,623
                                                                           ===========  ==============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits:
  Demand                                                                   $  564,082   $     507,930   $  481,455
  Time and savings                                                          2,555,754       2,507,024    2,420,177
                                                                           -----------  --------------  -----------
Total deposits                                                              3,119,836       3,014,954    2,901,632

Securities sold under agreements to repurchase                                211,312         214,023      199,276
Long-term debt                                                                 50,963          50,963       50,963
Other liabilities                                                              26,081          23,825       31,644
                                                                           -----------  --------------  -----------
     TOTAL LIABILITIES                                                      3,408,192       3,303,765    3,183,515
                                                                           -----------  --------------  -----------

     Commitments and contingencies                                                 --              --           --

STOCKHOLDERS' EQUITY:
  Preferred stock                                                               3,176           3,201        3,201
  Non-voting common stock - $5.00 par value, authorized
    1,000,000; issued and outstanding June 30, 2002,
    December 31, 2001 and June 30, 2001 - 36,409                                  182             182          182
  Voting common stock - $5.00 par value, authorized 2,000,000;
    issued and outstanding June 30, 2002 - 884,040;
   December 31, 2001 - 889,540; and June 30, 2001 - 898,244                     4,420           4,448        4,491
  Surplus                                                                      65,081          65,081       65,081
  Undivided profits                                                           197,286         178,399      163,427
  Accumulated other comprehensive income, net of taxes                         20,823          19,604       19,726
                                                                           -----------  --------------  -----------
     TOTAL STOCKHOLDERS' EQUITY                                               290,968         270,915      256,108
                                                                           -----------  --------------  -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $3,699,160   $   3,574,680   $3,439,623
                                                                           ===========  ==============  ===========

                     SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                     Page 2
<PAGE>
<TABLE>
<CAPTION>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARIES
========================================================================================
CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
(DOLLARS IN THOUSANDS-EXCEPT PER SHARE DATA)

                                                       FOR THE              FOR THE
                                                   QUARTER ENDED       SIX MONTHS ENDED
                                                      JUNE 30,             JUNE 30,
                                                  ------------------  ------------------
                                                    2002      2001      2002      2001
                                                  --------  --------  --------  --------
<S>                                               <C>       <C>       <C>       <C>
INTEREST INCOME:
  Interest and fees on loans                      $ 41,743  $ 45,298  $ 83,803  $ 90,100
  Interest on investment securites:
    Taxable                                          9,893    10,500    19,926    20,861
    Non-taxable                                        151       254       315       537
  Federal funds sold                                   868     2,547     1,668     5,641
                                                  --------  --------  --------  --------
Total interest income                               52,655    58,599   105,712   117,139
                                                  --------  --------  --------  --------

INTEREST EXPENSE:
  Interest on deposits                              14,014    24,020    29,380    48,142
  Interest on short-term borrowings                    865     2,067     1,685     5,800
  Interest on long-term debt                         1,050     1,050     2,099     2,099
                                                  --------  --------  --------  --------
Total interest expense                              15,929    27,137    33,164    56,041
                                                  --------  --------  --------  --------

Net interest income                                 36,726    31,462    72,548    61,098
Provision for loan losses                            2,571     1,979     3,461     2,603
                                                  --------  --------  --------  --------
Net interest income after
  provision for loan losses                         34,155    29,483    69,087    58,495
                                                  --------  --------  --------  --------

NONINTEREST INCOME:
  Service charges on deposits                        7,620     6,380    14,611    12,277
  Commissions and fees from fiduciary activities       802       647     1,652     1,272
  Fees for other customer services                     786       663     1,505     1,308
  Mortgage servicing                                   693       565     1,366     1,126
  Bankcard discount and fees                         1,469     1,383     2,729     2,620
  Insurance premiums                                   733       514     1,032       915
  Gain on sale of investment securities                  -       858         -     2,651
  Other                                                595       390     1,148       923
                                                  --------  --------  --------  --------
Total noninterest income                            12,698    11,400    24,043    23,092
                                                  --------  --------  --------  --------

NONINTEREST EXPENSE:
  Salaries and employee benefits                    15,884    13,731    30,138    26,969
  Net occupancy expense                              2,249     1,794     4,291     3,624
  Furniture and equipment expense                    1,491     1,467     2,956     2,911
  Amortization of intangibles                        2,106     2,519     4,285     5,048
  Bankcard processing fees                           1,511     1,393     2,881     2,690
  Data processing fees                               2,620     2,490     5,159     4,586
  Professional services                                294       568       798     1,145
  Other                                              5,881     5,655    11,010    10,709
                                                  --------  --------  --------  --------
Total noninterest expense                           32,036    29,617    61,518    57,682
                                                  --------  --------  --------  --------

Income before income tax expense                    14,817    11,266    31,612    23,905
Income tax expense                                   4,964     3,774    10,590     8,008
                                                  --------  --------  --------  --------
NET INCOME                                        $  9,853  $  7,492  $ 21,022  $ 15,897
                                                  ========  ========  ========  ========

NET INCOME PER COMMON SHARE -
   BASIC AND DILUTED                              $  10.66  $   7.97  $  22.73  $  16.91
WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING-BASIC AND DILUTED            920,449   934,677   921,226   935,407

       SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                     Page 3
<PAGE>
<TABLE>
<CAPTION>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARIES

===================================================================================================================

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME - UNAUDITED
(DOLLARS IN THOUSANDS)

                                                NON-                                      ACCUMULATED      TOTAL
                                              VOTING    VOTING                               OTHER         STOCK-
                                  PREFERRED   COMMON    COMMON              UNDIVIDED    COMPREHENSIVE    HOLDERS'
                                    STOCK      STOCK    STOCK    SURPLUS     PROFITS     INCOME/(LOSS)     EQUITY
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
<S>                              <C>          <C>      <C>       <C>       <C>          <C>              <C>
Balance at December 31, 2000     $    3,219   $   182  $ 4,499   $ 65,081  $  148,502   $       12,210   $ 233,693
Comprehensive income:
  Net income                                                                   15,897                       15,897
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     taxes of $4,047                                                                             7,516       7,516
                                                                                                         ----------
Total comprehensive income                                                                                  23,413
                                                                                                         ----------
Reacquired preferred stock              (18)                                        3                          (15)
Reacquired voting common stock                              (8)                  (442)                        (450)
Common stock dividends                                                           (450)                        (450)
Preferred stock dividends                                                         (83)                         (83)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at June 30, 2001              3,201       182    4,491     65,081     163,427           19,726     256,108
Comprehensive income:
  Net income                                                                   17,980                       17,980
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     benefit of $65                                                                               (122)       (122)
                                                                                                         ----------
Total comprehensive income                                                                                  17,858
                                                                                                         ----------
Reacquired voting common stock                             (43)                (2,476)                      (2,519)
Common stock dividends                                                           (449)                        (449)
Preferred stock dividends                                                         (83)                         (83)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at December 31, 2001          3,201       182    4,448     65,081     178,399           19,604     270,915
Comprehensive income:
  Net income                                                                   21,022                       21,022
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     taxes of $656                                                                               1,219       1,219
                                                                                                         ----------
Total comprehensive income                                                                                  22,241
                                                                                                         ----------
Reacquired preferred stock              (25)                                        8                          (17)
Reacquired voting common stock                             (28)                (1,613)                      (1,641)
Common stock dividends                                                           (448)                        (448)
Preferred stock dividends                                                         (82)                         (82)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at June 30, 2002         $    3,176   $   182  $ 4,420   $ 65,081  $  197,286   $       20,823   $ 290,968
                                 ===========  =======  ========  ========  ===========  ===============  ==========

                     SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                     Page 4
<PAGE>
<TABLE>
<CAPTION>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
==========================================================================================================

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (DOLLARS IN THOUSANDS)

                                                                                  For the six months ended
                                                                                          June 30,
                                                                                  ------------------------
                                                                                      2002        2001
                                                                                   ----------  ----------
<S>                                                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                       $  21,022   $  15,897
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Provision for loan losses                                                          3,461       2,603
    Depreciation and amortization                                                      8,838       8,581
    Amortization of investment securities                                                362         392
    Deferred income tax benefit                                                         (554)        (60)
    Loss on sales of fixed assets                                                         53           9
    (Increase) decrease in interest receivable                                        (1,509)      1,439
    (Decrease) increase in interest payable                                             (791)      4,881
    Origination of mortgage loans held-for-sale                                     (130,220)   (139,315)
    Proceeds from sales of mortgage loans held-for-sale                              166,408     128,962
    Net  loss (gain) on sales of mortage loans held-for-sale                            (423)       (514)
    Gain on call or sale of investment securities                                          -      (2,651)
    Increase in other assets                                                          (5,551)     (1,947)
    Increase (decrease) in other liabilities                                           3,047      (4,644)
                                                                                   ----------  ----------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                           64,143      13,633

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net increase in loans                                                            (61,945)    (67,573)
    Calls, maturities and prepayments of investment securities held-to-maturity        3,041      11,202
    Purchases of investment securities held-to-maturity                               (2,247)     (4,994)
    Calls, maturities and prepayments of investment securities available-for-sale    204,882     220,204
    Purchases of investment securities available-for-sale                           (259,035)   (289,337)
    Proceeds from sales of premises and equipment                                         90         510
    Purchases of premises and equipment                                              (10,565)     (6,340)
    Decrease (increase) in other real estate owned                                       132        (430)
    Increase in intangible assets                                                        (26)       (346)
                                                                                   ----------  ----------
      NET CASH USED IN INVESTING ACTIVITIES                                         (125,673)   (137,104)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in deposits                                                         104,882     346,403
    Decrease in securities sold
      under agreements to repurchase                                                  (2,711)   (169,942)
    Cash dividends paid                                                                 (530)       (533)
    Cash paid to reacquire preferred stock                                               (17)        (15)
    Cash paid to reacquire common stock                                               (1,641)       (450)
                                                                                   ----------  ----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                                       99,983     175,463

NET INCREASE IN CASH AND DUE FROM BANKS                                               38,453      51,992
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                                       255,898     253,125
                                                                                   ----------  ----------
CASH AND DUE FROM BANKS AT END OF PERIOD                                           $ 294,351   $ 305,117
                                                                                   ==========  ==========

                  SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                     Page 5
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A  summary  of  the  significant  accounting  policies  of  First  Citizens
Bancorporation of South Carolina, Inc. ("Bancorporation") is set forth in Note 1
to  the  Consolidated  Financial Statements in Bancorporation's Annual Report on
Form  10-K for 2001. The significant accounting policies used during the current
quarter  are  unchanged  from  those  disclosed  in  the  2001  Annual  Report.

BASIS OF PRESENTATION

The  preceding  consolidated  financial  statements  and  the  notes thereto are
unaudited;  however,  in  the  opinion of management, all adjustments comprising
normal  recurring accruals necessary for a fair presentation of the consolidated
financial  statements have been recorded.  Certain amounts in prior periods have
been  reclassified  to  conform  to  the  2002  presentation.

In  July  2001,  the  Financial  Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141, Business Combinations ("SFAS No. 141")
and  No.  142,  Goodwill and Other Intangible Assets ("SFAS No. 142").  SFAS 141
requires all business combinations initiated after June 30, 2001 to be accounted
for  using  the  purchase  method.  Under  SFAS No. 142, goodwill and intangible
assets  with indefinite lives are no longer amortized, but are reviewed annually
(or  more  frequently if impairment indicators arise) for impairment.  Separable
intangible  assets that are not deemed to have indefinite lives will continue to
be  amortized  over  their  useful  lives  (but  with  no  maximum  life).  The
amortization  provisions of SFAS No. 142 apply to goodwill and intangible assets
acquired  after  June  30,  2001.  Bancorporation adopted SFAS No. 142 effective
January  1,  2002  which  had  no  material  affect.

GOODWILL  AND  OTHER  INTANGIBLES  (DOLLARS  IN  THOUSANDS)

In  accordance  with SFAS 142, no goodwill amortization was recorded for the six
months ended June 30, 2002. Goodwill amortization expense for the six months and
quarter  ended  June  30, 2001 was $114 and $57, respectively. At June 30, 2002,
the  total  carrying amount of intangible assets not subject to amortization was
$3,217.

At  June 30, 2002, the gross carrying value and accumulated amortization related
to  core  deposits and other intangibles was $102,387 and $66,215, respectively.
At  December  31,  2001,  the  gross carrying value and accumulated amortization
related  to  core  deposits  and  other  intangibles  was  $102,362 and $61,930,
respectively.  At  June  30,  2001,  the  gross  carrying  value and accumulated
amortization  related  to  core  deposits  and other intangibles was $98,603 and
$57,242,  respectively.  Amortization  expense  on  core  deposits  and  other
intangibles  was  $4,285  and  $4,934 for the six months ended June 30, 2002 and
2001, respectively.  Amortization expense on core deposits and other intangibles
was  $2,106  and  $2,462  for  the  quarter  ended  June  30,  2002  and  2001,
respectively.  The  Corporation  estimates  that  aggregate amortization expense
will  be  $8,088 for 2002, $7,156 for 2003, $6,304 for 2004, $4,913 for 2005 and
$3,253  for  2006.

ACQUISITIONS

There were no acquisitions during the quarter ending June 30, 2002.

SUBSEQUENT  EVENTS  (DOLLARS  IN  THOUSANDS)

On  July  3,  2002,  Bancorporation  entered  into  an  Agreement  and  Plan  of
Reorganization  and  Merger  with  CB Financial Corp. ("CBF").  CBF is a Georgia
corporation,  which  operates  as a registered bank holding company and owns all
the  outstanding  shares  of  common  stock  of  Citizens  Bank,  an  insured,
state-chartered Georgia bank headquartered in Warrenton, Georgia.  Citizens Bank
operates  two  banking  offices  in  McDuffie and Warren counties. CBF has total
deposits  and  loans  of $39,000 and $19,000, respectively, as of June 30, 2002.
The  merger  is  expected  to be completed during the third or fourth quarter of
2002  pending  regulatory  and  CBF  shareholder  approvals  .

On July 15, 2002, First-Citizens Bank and Trust of South Carolina entered into a
Branch  Purchase  and  Assumption  Agreement  to  acquire  two  branches from an
unrelated  financial  institution  with  estimated  total  deposits and loans of
$20,000  and  $5,000, respectively.  The acquisition is expected to be completed
during  the  fourth  quarter  of  2002  pending  regulatory  approvals.

On  July  24, 2002, Bancorporation's Board of Directors declared a $.25 dividend
on  common stock to shareholders of record on August 2, 2002, payable August 15,
2002.


                                     Page 6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

                              RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS

This  discussion  may  contain  statements  that could be deemed forward-looking
statements  within  the meaning of Section 21E of the Securities Exchange Act of
1934  and  the  Private  Securities  Litigation Reform Act, which statements are
inherently  subject  to  risks and uncertainties. Forward-looking statements are
statements  that include projections, predictions, expectations or beliefs about
future  events  or  results  or otherwise are not statements of historical fact.
Such  statements are often characterized by the use of the qualifying words (and
their  derivatives)  such  as "expect," believe," "estimate," "plan," "project,"
"anticipate,"  or  other  statements  concerning  opinions  or  judgments  of
Bancorporation  and  its  management  about  future  events.  Factors that could
influence  the  accuracy of such forward-looking statements include, but are not
limited  to,  the  financial  success or changing strategies of Bancorporations'
customers, actions of government regulators, the level of market interest rates,
and  general  economic  conditions.

SUMMARY  (DOLLARS  IN  THOUSANDS)

Net income for the quarter and six months ended June 30, 2002 totaled $9,853, or
$10.66  per  common share and $21,022, or $22.73 per common share, respectively.
Net income for the quarter and six months ended June 30, 2001 totaled $7,492, or
$7.97  per  common  share and $15,897, or $16.91 per common share, respectively.

The  primary  factors affecting the increase in net income for the quarter ended
June  30,  2002  were  a  $4,672 or 15.85% increase in net interest income after
provision  for  loan  losses,  and  a  $1,298  or 11.39% increase in noninterest
income.  These  favorable  changes  were  partially  offset by a $2,419 or 8.17%
increase  in  noninterest expense, and a $1,190 or 31.53% increase in income tax
expense.

The  primary  factors  affecting  the  increase in net income for the six months
ended  June  30,  2002  were a $10,592 or 18.11% increase in net interest income
after  provision  for  loan  losses, and a $951 or 4.12% increase in noninterest
income.  These  favorable  changes  were  partially  offset by a $3,836 or 6.65%
increase  in  noninterest expense, and a $2,582 or 32.24% increase in income tax
expense.

Return  on  average  stockholders' equity and average assets are key measures of
earnings  performance.  Return  on  average stockholders' equity for the quarter
ended  June 30, 2002 and June 30, 2001 was 13.90% and 11.93%, respectively.  The
increase  was  primarily the result of an increase in return on assets from .88%
to  1.07%  for  the quarter ended June 30, 2001 and June 30, 2002, respectively.
The  increase  in  return  on assets was due to a 31 basis point increase in net
interest  margin  to  average  assets  and  a  3  basis  point  improvement  in
non-interest  margin  to  average  assets.  This  was offset by an increase of 5
basis  points  in provision for loan losses to average assets and an increase of
10  basis  points  in  income  tax  expense  to  average  assets.

Return  on  average  stockholders' equity for the six months ended June 30, 2002
and  June  30,  2001  was  15.13%  and  13.04%,  respectively.  The increase was
primarily  the  result of an increase in return on assets from .94% to 1.16% for
the  six  months  ended  June  30,  2001  and  June 30, 2002, respectively.  The
increase  was due to a 35 basis point increase in net interest margin to average
assets.  This  was offset by an increase of 4 basis points in provision for loan
losses  to  average  assets  and  an  increase  of 10 basis points in income tax
expense  to  average  assets.

Net interest income is discussed further in the following section.


                                     Page 7
<PAGE>
<TABLE>
<CAPTION>
Table 1 provides summary information on selected ratios, average and year-to-date balances.

TABLE  1:  SELECTED SUMMARY INFORMATION (DOLLARS IN THOUSANDS)

                                                     AS  OF  AND  FOR  THE      AS  OF  AND  FOR  THE
                                                        QUARTER  ENDED           SIX  MONTHS  ENDED
                                                           JUNE 30,                    JUNE 30,
                                                    ------------------------  ------------------------
SELECTED RATIOS:                                       2002         2001         2002         2001
                                                    -----------  -----------  -----------  -----------
<S>                                                 <C>          <C>          <C>          <C>
Return on average assets                                  1.07%         .88%        1.16%         .94%
Return on average stockholders' equity                   13.90%       11.93%       15.13%       13.04%

Return on average common stockholders' equity            14.06%       12.08%       15.30%       13.21%
Yield on average interest-earning assets (tax
  equivalent)                                             4.37%        4.05%        4.38%        4.01%
Average loans to average deposits                        72.38%       74.27%       72.61%       75.19%
Nonperforming assets to total loans                        .34%         .24%         .34%         .24%
Allowance for loan losses to total loans                  1.78%        1.78%        1.78%        1.78%

Allowance for loan losses to nonperforming assets          N/A          N/A        5.37x        7.43x
Average stockholders' equity to average total
  assets                                                  7.70%        7.34%        7.64%        7.24%

Common stockholders' equity to total assets               7.78%        7.35%        7.78%        7.35%

Dividends per common share                          $     0.25   $     0.25   $     0.50   $     0.50
Total risk-based capital ratio                             N/A          N/A        12.94%       12.31%
Tier I risk-based capital ratio                            N/A          N/A        11.68%       11.06%
Tier I leverage ratio                                      N/A          N/A         7.68%        7.13%

SELECTED AVERAGE BALANCES:
Total assets                                        $3,690,772   $3,433,445   $3,668,093   $3,393,646
Interest-earning assets                              3,394,135    3,147,910    3,366,383    3,102,936
Investment securities                                  946,180      789,494      927,102      770,845
Loans                                                2,246,328    2,128,392    2,243,347    2,103,382
Deposits                                             3,103,648    2,865,827    3,089,656    2,797,508
Noninterest-bearing deposits                           537,590      472,111      522,468      464,109
Interest-bearing deposits                            2,566,058    2,393,716    2,567,188    2,333,399
Interest-bearing liabilities                         2,840,224    2,676,517    2,837,940    2,651,466
Stockholders' equity                                   284,230      251,949      280,181      245,862

SELECTED YEAR-TO-DATE BALANCES:
Total assets                                        $3,699,160   $3,439,623   $3,699,160   $3,439,623
Interest-earning assets                              3,378,068    3,135,032    3,378,068    3,135,032
Investment securities                                  954,585      817,266      954,585      817,266
Loans                                                2,285,483    2,159,166    2,285,483    2,159,166
Deposits                                             3,119,836    2,901,632    3,119,836    2,901,632
Noninterest-bearing deposits                           564,082      481,455      564,082      481,455
Interest-bearing deposits                            2,555,754    2,420,177    2,555,754    2,420,177
Interest-bearing liabilities                         2,818,029    2,670,416    2,818,029    2,670,416
Stockholders' equity                                   290,968      256,108      290,968      256,108
</TABLE>


NET INTEREST INCOME (DOLLARS IN THOUSANDS)

Net  interest  income  represents  the  principal  source  of  earnings  for
Bancorporation.  Tables 2 and 3 compare average balance sheet items and analyzes
net  interest  income  on a tax equivalent basis for the quarters and six months
ended  June  30,  2002  and  2001.


                                     Page 8
<PAGE>
<TABLE>
<CAPTION>
TABLE 2: COMPARATIVE AVERAGE BALANCE SHEETS AND TAXABLE EQUIVALENT RATE/VOLUME VARIANCE (DOLLARS IN THOUSANDS)

                                                               AS OF AND  FOR THE QUARTER ENDED JUNE 30,
                                        --------------------------------------------------------------------------------------
                                                                    INTEREST        YIELD/     CHANGE DUE TO (2)
                                            AVERAGE BALANCE        INC/EXP(1)        RATE     -------------------      NET
                                        ----------------------  ----------------  ----------    YIELD               INCREASE
                                           2002        2001      2002     2001    2002  2001    /RATE     VOLUME   (DECREASE)
                                        ----------  ----------  -------  -------  ----  ----  ---------  --------  -----------
<S>                                     <C>         <C>         <C>      <C>      <C>   <C>   <C>        <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                               $2,246,328  $2,128,392  $41,942  $45,481  7.49  8.57  $ (7,956)  $ 4,417   $   (3,539)
Investment securities:
  Taxable                                  933,768     770,317    9,893   10,500  4.25  5.47    (4,080)    3,473         (607)
  Non-taxable                               12,412      19,177      233      391  7.51  8.16        96      (254)        (158)
Federal funds sold                         201,627     230,024      868    2,547  1.73  4.44    (1,433)     (246)      (1,679)
                                        ----------  ----------  -------  -------              ---------  --------  -----------

Total interest-earning assets            3,394,135   3,147,910   52,936   58,919  6.26  7.51   (13,373)    7,390       (5,983)
                                        ----------  ----------  -------  -------              ---------  --------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks                    132,663     129,025
Premises and equipment                     103,763      95,601

Other, less allowance for loan
  losses                                    60,211      60,909
                                        ----------  ----------


Total noninterest-earning assets           296,637     285,535
                                        ----------  ----------

TOTAL ASSETS                            $3,690,772  $3,433,445
                                        ----------  ----------

INTEREST-BEARING LIABILITIES:
Deposits                                $2,566,058  $2,393,716  $14,014  $24,020  2.19  4.02  $(11,893)  $ 1,887   $  (10,006)

Securities sold under
 agreements to repurchase                  223,203     231,838      865    2,067  1.55  3.58    (1,135)      (67)      (1,202)
Long-term debt                              50,963      50,963    1,050    1,050  8.24  8.24         -         -            -
                                        ----------  ----------  -------  -------              ---------  --------  -----------


Total interest-bearing liabilities       2,840,224   2,676,517   15,929   27,137  2.25  4.07   (13,028)    1,820      (11,208)
                                        ----------  ----------  -------  -------              ---------  --------  -----------

NONINTEREST-BEARING LIABILITIES:
Demand deposits                            537,590     472,111
Other liabilities                           28,728      32,868
                                        ----------  ----------


Total noninterest-bearing liabilities      566,318     504,979
                                        ----------  ----------


TOTAL LIABILITIES                        3,406,542   3,181,496
                                        ----------  ----------

Stockholders' equity                       284,230     251,949
                                        ----------  ----------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                  $3,690,772  $3,433,445
                                        ==========  ==========

Net interest spread                                                               4.01  3.44
                                                                                  ====  ====
Net interest margin:                                            $37,007  $31,782              $   (345)  $ 5,570   $    5,225
                                                                =======  =======              =========  ========  ===========
  to average assets                                                               4.02  3.71
                                                                                  ====  ====
  to average interest-earning
    assets                                                                        4.37  4.05
                                                                                  ====  ====

<FN>
(1)  Non-taxable interest income has been adjusted to a taxable equivalent rate, using the federal income tax rate of 35%.
(2)  Yield/rate-volume changes have been allocated to each category based on the percentage of each to the total change.
(3)  Nonaccrual loans are included in the average loan balances.  Interest income on nonaccrual loans is generally recognized
     on a cash basis.
</TABLE>


                                     Page 9
<PAGE>
<TABLE>
<CAPTION>
TABLE 3: COMPARATIVE AVERAGE BALANCE SHEETS AND TAXABLE EQUIVALENT RATE/VOLUME VARIANCE (DOLLARS IN THOUSANDS)

                                                              AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
                                        ----------------------------------------------------------------------------------------
                                                                     INTEREST         YIELD/     CHANGE DUE TO (2)
                                           AVERAGE BALANCE          INC/EXP(1)         RATE     -------------------      NET
                                        ----------------------  ------------------  ----------    YIELD               INCREASE
                                           2002        2001       2002      2001    2002  2001    /RATE     VOLUME   (DECREASE)
                                        ----------  ----------  --------  --------  ----  ----  ---------  --------  -----------
<S>                                     <C>         <C>         <C>       <C>       <C>   <C>   <C>        <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                               $2,243,347  $2,103,382  $ 84,228  $ 90,469  7.57  8.67  $(11,539)  $ 5,298   $   (6,241)
Investment securities:
  Taxable                                  914,162     750,653    19,926    20,861  4.40  5.60    (4,532)    3,597         (935)
  Non-taxable                               12,940      20,192       484       826  7.48  8.18       (71)     (271)        (342)
Federal funds sold                         195,934     228,709     1,668     5,641  1.72  4.97    (3,691)     (282)      (3,973)
                                        ----------  ----------  --------  --------              ---------  --------  -----------

Total interest-earning assets            3,366,383   3,102,936   106,306   117,797  6.37  7.66   (19,833)    8,342      (11,491)
                                        ----------  ----------  --------  --------              ---------  --------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks                    141,718     131,680
Premises and equipment                     100,816      94,927

Other, less allowance for loan losses       59,176      64,103
                                        ----------  ----------

Total noninterest-earning assets           301,710     290,710
                                        ----------  ----------

TOTAL ASSETS                            $3,668,093  $3,393,646
                                        ----------  ----------

INTEREST-BEARING LIABILITIES:
Deposits                                $2,567,188  $2,333,399  $ 29,380  $ 48,142  2.31  4.16  $(21,462)  $ 2,700   $  (18,762)

Securities sold under
 agreements to repurchase                  219,789     267,104     1,685     5,800  1.55  4.38    (3,748)     (367)      (4,115)
Long-term debt                              50,963      50,963     2,099     2,099  8.24  8.24         -         -            -
                                        ----------  ----------  --------  --------              ---------  --------  -----------


Total interest-bearing liabilities       2,837,940   2,651,466    33,164    56,041  2.36  4.26   (25,210)    2,333      (22,877)
                                        ----------  ----------  --------  --------              ---------  --------  -----------

NONINTEREST-BEARING LIABILITIES:
Demand deposits                            522,468     464,109
Other liabilities                           27,504      32,209
                                        ----------  ----------

Total noninterest-bearing liabilities      549,972     496,318
                                        ----------  ----------


Total liabilities                        3,387,912   3,147,784
                                        ----------  ----------

Stockholders' equity                       280,181     245,862

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                  $3,668,093  $3,393,646
                                        ==========  ==========

Interest rate spread                                                                4.01  3.40
                                                                                    ====  ====
Net interest margin:                                            $ 73,142  $ 61,756              $  5,377   $ 6,009   $   11,386
                                                                ========  ========              =========  ========  ===========
  to average assets                                                                 4.02  3.67
                                                                                    ====  ====
  To average interest-earning
    assets                                                                          4.38  4.01
                                                                                    ====  ====

<FN>
(1)  Non-taxable interest income has been adjusted to a taxable equivalent rate, using the federal income tax rate of 35%.
(2)  Yield/rate-volume changes have been allocated to each category based on the percentage of each to the total change.
(3)  Nonaccrual loans are included in the average loan balances.  Interest income on nonaccrual loans is generally recognized on
     a cash basis.
</TABLE>


                                     Page 10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
--------------------------------------------------------------------------------

NET  INTEREST  INCOME  (CONTINUED)

CURRENT  QUARTER  COMPARED  TO  PRIOR  YEAR  QUARTER
----------------------------------------------------
Net interest income on a tax equivalent basis increased $5,225 or 16.44% for the
quarter  ended  June 30, 2002, over the comparable period in 2001.  Net interest
margin  to  average  assets  increased from 3.71% for the quarter ended June 30,
2001 to 4.02% for the quarter ended June 30, 2002.  This is attributable to a 32
basis  point  increase  in  the  net interest margin to average interest-earning
assets.  The  mix  of  interest-earning  assets to average total assets remained
relatively  stable.

Net  interest margin to average interest-earning assets increased from 4.05% for
the  quarter  ended  June 30, 2001 to 4.37% for the quarter ended June 30, 2002.
This  was  attributable to an increase in the net interest spread from 3.44% for
the  quarter  ended  June 30, 2001 to 4.01% for the quarter ended June 30, 2002.
The  increase  in the net interest spread was due to the decrease in the cost of
interest-bearing  liabilities  exceeding  the  decrease  in  interest  earned on
interest-earning  assets.  The  yield  on interest-earning assets decreased from
7.51% at June 30, 2002 to 6.26% at June 30, 2001, or 125 basis points, while the
cost of interest-bearing liabilities decreased from 4.07% to 2.25%, or 182 basis
points.  The  decrease  in  the  yield  on  interest-earning assets was due to a
decrease  in  the yields on loans, investment securities and federal funds sold.
The  decrease  in the cost of interest-bearing liabilities was due to a decrease
in  the  rates  paid  on  interest-bearing  deposits  and  securities sold under
agreements  to  repurchase.

CURRENT YEAR-TO-DATE PERIOD COMPARED TO PRIOR YEAR-TO-DATE PERIOD
-----------------------------------------------------------------
Net  interest  income  on a tax equivalent basis increased $11,386 or 18.44% for
the  six  months  ended  June 30, 2002, over the comparable period in 2001.  Net
interest  margin to average assets increased from 3.67% for the six months ended
June  30,  2001  to  4.02%  for  the  six  months  ended June 30, 2002.  This is
attributable  to a 37 basis point increase in the net interest margin to average
interest-earning  assets.

Net  interest margin to average interest-earning assets increased from 4.01% for
the  six  months  ended June 30, 2001 to 4.38% for the six months ended June 30,
2002.  This  was  attributable  to  an  increase in the net interest spread from
3.40%  for  the six months ended June 30, 2001 to 4.01% for the six months ended
June  30, 2002.  The increase in the net interest spread was due to the decrease
in  the  cost of interest-bearing liabilities exceeding the decrease in interest
earned  on  interest-earning  assets.  The  yield  on  interest-earning  assets
decreased  from  7.66%  at June 30, 2001 to 6.37% at June 30, 2002, or 129 basis
points,  while  the cost of interest-bearing liabilities decreased from 4.26% to
2.36%,  or  190  basis  points.  The  decrease  in the yield on interest-earning
assets  was  due to a decrease in the yields on loans, investment securities and
federal  funds  sold.  The  decrease in the cost of interest-bearing liabilities
was  due  to  a  decrease  in  the  rates  paid on interest-bearing deposits and
securities  sold  under  agreements  to  repurchase.

NONINTEREST INCOME AND EXPENSE (DOLLARS IN THOUSANDS)

CURRENT  QUARTER  COMPARED  TO  PRIOR  YEAR  QUARTER
----------------------------------------------------
Noninterest  income increased by $1,298 or 11.39% for the quarter ended June 30,
2002,  over the comparable period in 2001 due to increases in service charges on
deposits,  insurance  premiums,  and  commissions  and  fees  from  fiduciary
activities.  Service  charges on deposits increased by $1,240 or 19.44% over the
comparable  period  primarily due to overall deposit growth.  Insurance premiums
earned  and  commissions and fees from fiduciary activities increased by $219 or
42.61%  and  $155  or  23.96%,  respectively,  over  the comparable period.  The
increase  was  partially  offset  by  a  decrease  in gain on sale of investment
securities  of  $858.

Noninterest  expense increased by $2,419 or 8.17% for the quarter ended June 30,
2002  over  the  comparable  period  in  2001  due  to increases in salaries and
employee  benefits  expense,  net occupancy expense, data processing expense and
bankcard  processing  expense.  Salaries and employee benefits expense increased
$2,153  or 15.68% over the comparable period primarily due to an increase in the
number  of  employees  and  merit increases.  Net occupancy expense increased by
$455  or  25.36%  over  the comparable period due to an increase in depreciation
expense.  Data  processing  expense  increased $130 or 5.22% over the comparable
period  due  to  the  on-going  growth  realized  by  Bancorporation.  Bankcard
processing  expense increased by $118 or 8.47% over the comparable period due to
increased bankcard activity.  The increase was partially offset by a decrease in
amortization  of  intangibles  of  $413 or 16.40% due to the run off of goodwill
related  to  former  acquisitions.

Overall, the noninterest margin (noninterest income less noninterest expense) to
average  assets  improved  from  a negative 2.13% for the quarter ended June 30,
2001 to a negative 2.10% for the quarter ended June 30, 2002.  This was due to a
2  basis  point  improvement  in  non-interest expense to average assets and a 1
basis  point  improvement  in  non-interest  income  to  average  assets.


                                     Page 11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
--------------------------------------------------------------------------------

NONINTEREST  INCOME  AND  EXPENSE  (CONTINUED)

CURRENT YEAR-TO-DATE PERIOD COMPARED TO PRIOR YEAR-TO-DATE PERIOD
-----------------------------------------------------------------
Noninterest  income increased by $951 or 4.12% for the six months ended June 30,
2002,  over the comparable period in 2001 due to increases in service charges on
deposits,  commissions and fees from fiduciary activities and mortgage servicing
fees.  Service  charges  on  deposits  increased  by  $2,334  or 19.01% over the
comparable period, primarily due to overall deposit growth. Commissions and fees
from  fiduciary  activities and mortgage servicing fees increased $380 or 29.87%
and  $240 or 21.31%, respectively, over the comparable period.  The increase was
offset  by  a  decrease  in  gain  on  sale  of investment securities of $2,651.

Noninterest  expense  increased by $3,836 or 6.65% for the six months ended June
30,  2002  over  the  comparable period in 2001 due to increases in salaries and
employee  benefits  expense,  net occupancy expense, data processing expense and
bankcard  processing  expense.  Salaries and employee benefits expense increased
$3,169  or 11.75% over the comparable period primarily due to an increase in the
number  of  employees  and  merit increases.  Net occupancy expense increased by
$667  or  18.41%  over the comparable period due to an increase in depreciation.
Data  processing expense increased $573 or 12.49% over the comparable period due
to  the on-going growth realized by Bancorporation.  Bankcard processing expense
increased  by $191 or 7.10% over the comparable period due to increased bankcard
activity.  The  increase  was  partially offset by a decrease in amortization of
intangibles  of  $763 or 15.11% over the comparable period due to the run off of
goodwill  related  to  former  acquisitions.

Overall, the noninterest margin (noninterest income less noninterest expense) to
average  assets  remained  constant at a negative 2.06% for the six months ended
June  30,  2002  and  for  the  six  months  ended  June  30,  2001.

INCOME TAXES (DOLLARS IN THOUSANDS)

Total  income  tax  expense  increased by $1,190 or 31.53% for the quarter ended
June  30,  2002  over  the  comparable period in 2001 due to the increase in net
income.  Total  income  tax  expense  increased  by $2,582 or 32.24% for the six
months  ended  June  30,  2002  over  the  comparable  period in 2001 due to the
increase  in  net income.  The effective tax rate was 33.5% at June 30, 2002 and
June  30,  2001.

                               FINANCIAL CONDITION

INVESTMENT SECURITIES (DOLLARS IN THOUSANDS)

As  of  June  30,  2002,  the investment portfolio totaled $954,585, compared to
$817,266  at  June  30, 2001.  The investment portfolio  increased as funds were
shifted from federal funds sold to the bond portfolio.  Bancorporation continues
to  invest  primarily  in  short-term  U.S.  government  obligations  and agency
securities to minimize credit, interest rate and liquidity risk.  The investment
portfolio  consisted  of 93.07% and 93.16% U.S. government and government agency
securities  as  of June 30, 2002 and June 30, 2001, respectively.  The remainder
of  the  investment portfolio consists of municipal bonds and equity securities.

LOANS AND THE ALLOWANCE FOR LOAN LOSSES (DOLLARS IN THOUSANDS)

As  of  June  30, 2002, loans totaled $2,285,483, compared to $2,159,166 at June
30,  2001,  an increase of $126,317, or 5.85%, the result of normal loan growth.
Between  June  30,  2001  and  June  30,  2002, approximately $209 of loans were
acquired  from  other  financial  institutions.  The  composition  of  the  loan
portfolio  has  not  shifted significantly since June 30, 2001.  Loan growth was
funded  through  core  deposits  and  short-term  borrowed  funds.


                                     Page 12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
--------------------------------------------------------------------------------

LOANS AND THE ALLOWANCE FOR LOAN LOSSES (CONTINUED)

It  is  the policy of Bancorporation to maintain an allowance for loan losses to
absorb  potential  losses  inherent  in the loan portfolio.  Management believes
that  the  provision  taken  during  the  six  months  ended  June  30, 2002 was
appropriate  to  provide  an  allowance for loan losses which considers the past
experience  of charge-offs, the level of past due and nonaccrual loans, the size
and  mix  of  the  loan  portfolio,  credit classifications and general economic
conditions  in  Bancorporation's  market  areas.

An analysis of activity in the allowance for loan losses as of June 30, 2002 and
2001  is  presented  below.  The allowance for loan losses is maintained through
charges  to  the provision for loan losses.  Loan charge-offs and recoveries are
charged  or  credited  directly  to  the  allowance  for  loan  losses.


                                    AS OF AND FOR THE      AS OF AND FOR THE
                                     QUARTER  ENDED        SIX MONTHS ENDED
                                        JUNE  30,              JUNE  30,
                                ----------------------  ----------------------
ALLOWANCE FOR LOAN LOSSES:         2002        2001        2002        2001
                                ----------  ----------  ----------  ----------
Balance at beginning of period  $  39,722   $  37,197   $  40,259   $  37,001
Provision for loan losses           2,571       1,979       3,461       2,603
                                ----------  ----------  ----------  ----------
Charge-offs                        (1,923)     (1,094)     (3,799)     (1,861)
Recoveries                            370         377         819         716
                                ----------  ----------  ----------  ----------
Net charge-offs                    (1,553)       (717)     (2,980)     (1,145)
                                ----------  ----------  ----------  ----------
Balance at end of period        $  40,740   $  38,459   $  40,740   $  38,459
                                ----------  ----------  ----------  ----------

Nonperforming assets            $   7,591   $   5,177   $   7,591   $   5,177

Annualized net charge-offs to:
  Average loans                       .28%        .13%        .27%        .11%
  Loans at end of period              .27%        .13%        .26%        .11%
  Allowance for loan losses         15.25%       7.46%      14.63%       5.95%

FUNDING  SOURCES  (DOLLARS  IN  THOUSANDS)

Bancorporation's  primary  source  of funds is its deposit base.  Total deposits
increased  $218,204  or 7.52% from June 30, 2001 to June 30, 2002.  Between June
30, 2001 and June 30, 2002, approximately $45,330 of deposits were acquired from
other  financial  institutions.  Average deposits were $3,089,656 and $2,797,508
at  June  30,  2002  and  June  30,  2001,  respectively.

Short-term  borrowings  in  the  form  of  securities  sold  under agreements to
repurchase are another source of funds.  Short-term borrowings increased $12,036
or  6.04%  from  June  30, 2001 to June 30, 2002.  Average short-term borrowings
were  $219,789  and  $267,104  at June 30, 2002 and June 30, 2001, respectively.

CAPITAL  RESOURCES

Regulatory agencies define capital as Tier I, consisting of stockholders' equity
less  ineligible  intangible  assets,  and  Total  Capital, consisting of Tier I
capital  plus the allowable portion of the allowance for loan losses and certain
long-term  debt.

Regulatory  guidelines require a minimum ratio of total capital to risk-adjusted
assets  of  8  percent,  with  at least 50 percent consisting of tangible common
stockholders'  equity  and  a minimum Tier I leverage ratio of 3 percent.  Banks
which  meet  or  exceed a Tier I ratio of 6 percent, a total capital ratio of 10
percent,  and  a  Tier  I  leverage  ratio  of  5  percent  are  considered
well-capitalized  by  regulatory  standards.  The  following  table  details
Bancorporation's  capital  ratios  at  June  30,  2002  and  2001.


                                     Page 13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
--------------------------------------------------------------------------------

CAPITAL  RESOURCES  (CONTINUED)

CAPITAL RATIOS                                            June 30,
                                                      --------------
                                                       2002    2001
                                                      ------  ------
Tier I leverage ratio                                  7.68%   7.13%
Total risk-based capital ratio                        12.94%  12.31%
  Tier I                                              11.68%  11.06%
  Tier II                                              1.26%   1.25%


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There  have  been  no  material changes in market risk exposures that affect the
quantitative  and  qualitative disclosures presented as part of Bancorporation's
Annual  Report  on  Form  10-K  for  the  year  ended  December  31,  2001.



                                     Page 14
<PAGE>
                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Bancorporation  and  its  subsidiaries,  are not parties to, nor is any of their
property  the  subject of, any material or other pending legal proceeding, other
than  ordinary  routine  proceedings  incidental  to  their  business.

Item  2.  Changes  in  Securities

Not  Applicable.

Item  3.  Defaults  upon  Senior  Securities

Not  Applicable.

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

The  annual meeting of shareholders of Registrant was held on April 24, 2002. At
the  meeting,  Shareholders voted to elect 18 directors for terms of one year or
until  their  respective successors are duly elected and qualified for 2002. The
18  Nominees,  listed  below,  were  elected  as Directors for a term of 1 year.

           Nominees          For    Withheld  Broker Non-Votes
     --------------------  -------  --------  ----------------
          C.H. Ames        817,234   2,352             -
          J.B. Apple       812,103   2,624           4,859
        R.W. Blackmon      817,305   2,281             -
         P.M. Bristow      812,103   2,624           4,859
        G.H. Broadrick     817,305   2,281             -
       W.C. Cottingham     816,744   2,842             -
          D.E. Dukes       817,305   2,281             -
      W.E. Hancock, III    817,305   2,281             -
         R.B. Haynes       817,305   2,281             -
         W.E. Haynes       817,305   2,281             -
        L.M. Henderson     817,305   2,281             -
         F.B. Holding      812,135   2,592           4,859
         D.H. Jordan       817,305   2,281             -
      C.S. McLaurin, III   812,103   2,624           4,859
     N.W. Morrisette, Jr.  817,305   2,281             -
         E.P. Palmer       817,305   2,281             -
         W.E. Sellars      817,305   2,281             -
        H.F. Sherrill      817,305   2,281             -

No  other matters were voted on at the meeting, and there was no solicitation in
opposition  to  management's  Nominees  listed  in  the  Proxy  Statement.

Item  5.  Other  Information

Registrant  announced on July 5, 2002, that it has entered into an Agreement and
Plan  of  Reorganization  and  Merger  with  CB  Financial Corp. ("CBF"), a bank
holding  company headquartered in Warrenton, Georgia which is the parent company
of  Citizens  Bank  of  Warrenton.  Under the agreement, CBF will be merged into
Registrant,  and  Citizens  Bank  of  Warrenton  will  become  a  subsidiary  of
Registrant.

Citizens  Bank  of  Warrenton  is  a  state-chartered bank with two full service
offices  in  Warrenton and Thomson, Georgia.  As of June 30, 2002, CBF had total
consolidated  assets of $43.63 million and total consolidated deposits of $39.09
million.

The  transaction,  which  is  subject to the approval of shareholders of CBF and
receipt of required regulatory approvals, is expected to be completed during the
third  or  fourth  quarter  of  2002.


                                     Page 15
<PAGE>
Item  6.  Exhibits  and  Reports  on  Form  8-K

(a)  Exhibits - The following exhibits are either attached hereto or
     incorporated by reference:

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

     3.3  Bylaws  of the Registrant as amended (incorporated herein by reference
          to  Exhibit  3.3 of the Registrant's 2001 Annual Report on Form 10-K).

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

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

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

     4.4  Form of Certificate evidencing Capital Securities (incorporated herein
          by reference to Exhibit 4.5 in the Registrant's Registration Statement
          No.  333-60319  filed  with  the  SEC  on  July  31,  1998).

     4.5  Form  of  Junior  Subordinated  Debenture  (incorporated  herein  by
          reference  to  Exhibit  4.6 in the Registrant's Registration Statement
          No.  333-60319  filed  with  the  SEC  on  July  31,  1998).

     11   Statement  re  computation  of  per  share  earnings (filed herewith).

     (b)  No  reports  on  Form 8-K were filed during the quarter ended June 30,
          2002.


                                     Page 16
<PAGE>
SIGNATURES

Pursuant  to  the  requirements  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  CITIZENS  BANCORPORATION
                                         OF  SOUTH  CAROLINA,  INC.
                                         (Registrant)


Dated: August 14, 2002                    By:  /s/  Craig L. Nix
      ----------------                        --------------------------------
                                              Craig L. Nix
                                              (Chief Financial Officer)


                                  CERTIFICATION
                      (Pursuant to 18 U.S.C. Section 1350)

     The  undersigned hereby certifies that, to his knowledge, (I) the Form 10-Q
filed  by  First Citizens Bancorporation of South Carolina, Inc. (the "Company")
for  the  quarter  ended  June 30, 2002, fully complies with the requirements of
Section  13(a)  or  15(d)  of  the Securities Exchange Act of 1934, and (II) the
information  contained in that report fairly presents, in all material respects,
the  financial condition at June 30, 2002, June 30, 2001, and December 31, 2001,
and  the  results  of  operations  of the Company for the six months and quarter
ended  June  30,  2002  and  June  30,  2001.


Date: August 14, 2002                   /s/ Jim B. Apple
                                      ---------------------------------------
                                            Jim B. Apple
                                            (Chief Executive Officer)


Date: August 14, 2002                   /s/ Craig L. Nix
                                      ---------------------------------------
                                            Craig L. Nix
                                            Chief Financial Officer



                                     Page 17
<PAGE>