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 September 30, 2001          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 October 31, 2001
              -----                              -------------------------------

     VOTING COMMON  STOCK,  $5.00  PAR  VALUE            894,911  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)


                                                                   SEPTEMBER 30,    December 31,    September 30,
                                                                       2001             2000            2000
                                                                  ---------------  --------------  ---------------
<S>                                                               <C>              <C>             <C>
ASSETS
Cash and due from banks                                           $      133,670   $     156,425   $      118,043
Federal funds sold                                                        97,600          96,700                -
                                                                  ---------------  --------------  ---------------
Total cash and cash equivalents                                          231,270         253,125          118,043
                                                                  ---------------  --------------  ---------------
Investment securities:
  Held-to-maturity, at amortized cost                                     25,710          33,519           35,292
  Available-for-sale, at fair value                                      852,678         707,000          668,225
                                                                  ---------------  --------------  ---------------
Total investment securities                                              878,388         740,519          703,517
                                                                  ---------------  --------------  ---------------

Gross loans                                                            2,223,081       2,081,871        2,005,306
  Less: Allowance for loan losses                                        (39,629)        (37,001)         (35,536)
                                                                  ---------------  --------------  ---------------
Net loans                                                              2,183,452       2,044,870        1,969,770
                                                                  ---------------  --------------  ---------------
Premises and equipment                                                    98,132          93,278           87,078
Interest receivable                                                       23,901          24,113           20,953
Intangible assets                                                         49,892          52,218           23,388
Other assets                                                              29,315          32,387           32,253
                                                                  ---------------  --------------  ---------------
     TOTAL ASSETS                                                 $    3,494,350   $   3,240,510   $    2,955,002
                                                                  ===============  ==============  ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits:
  Demand                                                          $      492,639   $     467,155   $      423,371
  Time and savings                                                     2,439,272       2,088,074        1,885,855
                                                                  ---------------  --------------  ---------------
Total deposits                                                         2,931,911       2,555,229        2,309,226
Securities sold under agreements to repurchase and federal
   funds purchased                                                       220,235         369,218          345,648
Long-term debt                                                            50,963          50,963           50,963
Other liabilities                                                         25,780          31,407           26,950
                                                                  ---------------  --------------  ---------------
     TOTAL LIABILITIES                                                 3,228,889       3,006,817        2,732,787
                                                                  ---------------  --------------  ---------------

     Commitments and contingencies                                            --              --               --

STOCKHOLDERS' EQUITY:
  Preferred stock                                                          3,201           3,219            3,231
  Non-voting common stock - $5.00 par value, authorized
    1,000,000; issued and outstanding September 30, 2001,
    December 31, 2000 and September 30, 2000 - 36,409                        182             182              182
  Voting common stock - $5.00 par value, authorized 2,000,000;
    issued and outstanding September 30, 2001 - 895,654;
   December 31, 2000 - 899,879; and September 30, 2000 - 899,846           4,478           4,499            4,499
  Surplus                                                                 65,081          65,081           65,081
  Undivided profits                                                      170,968         148,502          142,149
  Accumulated other comprehensive income, net of taxes                    21,551          12,210            7,073
                                                                  ---------------  --------------  ---------------
     TOTAL STOCKHOLDERS' EQUITY                                          265,461         233,693          222,215
                                                                  ---------------  --------------  ---------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $    3,494,350   $   3,240,510   $    2,955,002
                                                                  ===============  ==============  ===============
</TABLE>

              SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                     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     NINE MONTHS ENDED
                                                     SEPTEMBER 30,       SEPTEMBER 30,
                                                  ------------------  ------------------
                                                    2001      2000      2001      2000
                                                  --------  --------  --------  --------
<S>                                               <C>       <C>       <C>       <C>
INTEREST INCOME:
  Interest and fees on loans                      $ 45,582  $ 43,268  $135,681  $124,157
  Interest on investment securites:
    Taxable                                         10,915     9,339    31,770    27,204
    Non-taxable                                        237       343       774     1,098
  Federal funds sold                                 1,422       676     7,065     1,763
                                                  --------  --------  --------  --------
Total interest income                               58,156    53,626   175,290   154,222
                                                  --------  --------  --------  --------

INTEREST EXPENSE:
  Deposits                                          22,133    19,270    70,274    54,552
  Securities sold under agreements to repurchase
    and federal funds purchased                      1,705     5,029     7,507    13,940
  Long-term debt                                     1,050     1,025     3,149     3,149
                                                  --------  --------  --------  --------
Total interest expense                              24,888    25,324    80,930    71,641
                                                  --------  --------  --------  --------

Net interest income                                 33,268    28,302    94,360    82,581
Provision for loan losses                            2,583     1,477     5,186     5,030
                                                  --------  --------  --------  --------
Net interest income after
  provision for loan losses                         30,685    26,825    89,174    77,551
                                                  --------  --------  --------  --------

NONINTEREST INCOME:
  Service charges on deposit accounts                6,674     5,496    18,950    16,080
  Commissions and fees from fiduciary activities       702       613     1,975     1,873
  Fees for other customer services                     614       581     1,918     1,842
  Mortgage servicing fees                              582       554     1,708     1,662
  Bankcard fees                                      1,496     1,291     4,117     3,484
  Insurance premiums earned                            629       577     1,544     1,585
  Gain on sale of investment securities                886         6     3,537        32
  Other                                                845     1,046     2,310     1,494
                                                  --------  --------  --------  --------
Total noninterest income                            12,428    10,164    36,059    28,052
                                                  --------  --------  --------  --------

NONINTEREST EXPENSE:
  Salaries and employee benefits                    13,635    11,611    40,604    34,497
  Net occupancy expense                              2,052     1,621     5,677     4,909
  Furniture and equipment expense                    1,511     1,655     4,419     4,793
  Amortization of intangibles                        2,587     1,774     7,898     4,941
  Bankcard processing expense                        1,427     1,269     4,116     3,599
  Data processing expense                            2,516     2,072     7,101     5,964
  Professional services                                398       538     1,542     1,497
  Other                                              6,660     5,034    17,644    13,418
                                                  --------  --------  --------  --------
Total noninterest expense                           30,786    25,574    89,001    73,618
                                                  --------  --------  --------  --------

Income before income tax expense                    12,327    11,415    36,232    31,985
Income tax expense                                   3,791     3,936    11,799    11,033
                                                  --------  --------  --------  --------
NET INCOME                                        $  8,536  $  7,479  $ 24,433  $ 20,952
                                                  ========  ========  ========  ========

NET INCOME PER COMMON SHARE -
BASIC AND DILUTED                                 $   9.10  $   7.94  $  25.99  $  22.22
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING-BASIC AND DILUTED               933,871   936,238   934,828   937,341
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                     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, 1999     $    3,282   $   182  $ 4,531   $ 65,081  $  123,328   $         3,669  $ 200,073
Comprehensive income:
  Net income                                                                   20,952                       20,952
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     taxes of $1,834                                                                              3,404      3,404
                                                                                                         ----------
Total comprehensive income                                                                                  24,356
                                                                                                         ----------
Reacquired preferred stock              (51)                                        7                          (44)
Reacquired voting common stock                             (32)                (1,561)                      (1,593)
Common stock dividends                                                           (450)                        (450)
Preferred stock dividends                                                        (127)                        (127)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at September 30, 2000         3,231       182    4,499     65,081     142,149             7,073    222,215
Comprehensive income:
  Net income                                                                    6,637                        6,637
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     taxes of $2,766                                                                              5,137      5,137
                                                                                                         ----------
Total comprehensive income                                                                                  11,774
                                                                                                         ----------
Reacquired preferred stock              (12)                                      (17)                         (29)
Reacquired voting common stock                                                      -                            -
Preferred stock dividends                                                         (42)                         (42)
Common stock dividends                                                           (225)                        (225)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at December 31, 2000          3,219       182    4,499     65,081     148,502            12,210    233,693
Comprehensive income:
  Net income                                                                   24,433                       24,433
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     taxes of $5,029                                                                              9,341      9,341
                                                                                                         ----------
Total comprehensive income                                                                                  33,774
                                                                                                         ----------
Reacquired preferred stock              (18)                                        1                          (17)
Reacquired voting common stock                             (21)                (1,170)                      (1,191)
Common stock dividends                                                           (674)                        (674)
Preferred stock dividends                                                        (124)                        (124)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at September 30, 2001    $    3,201   $   182  $ 4,478   $ 65,081  $  170,968   $        21,551  $ 265,461
                                 ===========  =======  ========  ========  ===========  ===============  ==========
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FIANANCIAL STATEMENTS.


                                     Page 4
<PAGE>
<TABLE>
<CAPTION>
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARY
--------------------------------------------------------------------------------------------------------

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

                                                                                          For the
                                                                                     Nine  Months Ended
                                                                                        September 30,
                                                                                    ----------------------
                                                                                       2001        2000
                                                                                    ----------  ----------
<S>                                                                                 <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                        $  24,433   $  20,952
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Provision for loan losses                                                           5,186       5,030
    Depreciation and amortization                                                      12,939      10,789
    Amortization (accretion) of investment securities                                     455      (1,357)
    Change in deferred taxes                                                              (60)     (3,251)
    Gain on sale of premises and equipment                                                (84)          -
    Decrease/(Increase) in accrued interest receivable                                    212      (5,818)
    (Decrease)/Increase in accrued interest payable                                      (289)      2,621
    Origination of mortgage loans held-for-resale                                    (207,097)    (83,042)
    Proceeds from sales of mortgage loans held-for-resale                             185,096      81,300
    Gain on sales of mortgage loans held-for-resale                                      (924)       (776)
    Gain on sales of investment securities                                             (3,537)          -
    (Increase)/Decrease in other assets                                                (1,326)      3,145
    (Decrease)/Increase in other liabilities                                           (5,338)      1,707
                                                                                    ----------  ----------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                             9,666      31,300
                                                                                    ==========  ==========

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net increase in loans                                                            (120,843)   (116,442)
    Calls, maturities and prepayments of investment securities, available-for-sale    356,658     202,333
    Purchases of investment securities, available-for-sale                           (484,428)   (342,995)
    Calls, maturities and prepayments of investment securities, held-to-maturity       12,348       6,967
    Purchases of investment securities, held-to-maturity                               (4,994)       (205)
    Proceeds from sales of premises and equipment                                         693         120
    Purchases of premises and equipment                                               (10,504)     (7,120)
    Increase in other real estate owned                                                  (572)        (11)
    Increase in intangible assets                                                      (5,572)     (1,058)
    Purchase of institutions, net of cash acquired                                     45,980      26,461
                                                                                    ----------  ----------
      NET CASH USED IN INVESTING ACTIVITIES                                          (211,234)   (231,950)
                                                                                    ==========  ==========

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in deposits                                                          330,702      16,865
    (Decrease)/Increase in federal funds purchased and securities sold
      under agreements to repurchase                                                 (148,983)    114,745
    Cash dividends paid                                                                  (798)       (577)
    Cash paid to reacquire preferred stock                                                (17)        (44)
    Cash paid to reacquire common stock                                                (1,191)     (1,593)
                                                                                    ----------  ----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                                       179,713     129,396
                                                                                    ==========  ==========

NET DECREASE IN CASH AND CASH EQUIVALENTS                                             (21,855)    (71,254)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      253,125     189,297
                                                                                    ----------  ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $ 231,270   $ 118,043
                                                                                    ==========  ==========
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FIANANCIAL STATEMENTS.


                                     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 2000.  The significant accounting policies used during the current
quarter  are  unchanged  from  those  disclosed  in  the  2000  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  2001  presentation.

In  September  2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing  of  Financial  Assets  and  Extinguishments  of  Liabilities."  This
Statement  replaces  SFAS  No.  125,  "Accounting for Transfers and Servicing of
Financial  Assets  and Extinguishments of Liabilities."  It revises the standard
for  accounting  for  securitizations  and  other  transfers of financial assets
(including  loan  sales) and collateral and requires certain disclosures, but it
carries  over  most  of  the provisions of SFAS No. 125 without reconsideration.
Bancorporation  adopted  this  statement  on  January 1, 2001.  Adoption of this
statement  did  not  have  a  material  impact  on  the  consolidated  financial
statements  of  Bancorporation.

In  July  2001,  the  Financial  Accounting Standards Board issued Statements of
Financial  Accounting  Standards  No. 141, Business Combinations ("FAS 141") and
No. 142, Goodwill and Other Intangible Assets ("FAS 142").  FAS 141 requires all
business  combinations  initiated  after June 30, 2001 to be accounted for using
the  purchase  method.  Under  FAS  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  FAS  142  apply to goodwill and intangible assets acquired after
June 30, 2001.  With respect to goodwill and intangible assets acquired prior to
July  1,  2001, Bancorporation is required to adopt FAS 142 effective January 1,
2002.  Bancorporation  does  not  expect  142  to have a material effect on its'
financial  statements.

ACQUISITIONS

In  July  2001,  the  Bank  completed  the  acquisition of four branches from an
unrelated  financial  institution  with total deposits of approximately $45,980.

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 nine months ended September 30, 2001 totaled
$8,536,  or  $9.10  per  common  share  and $24,433, or $25.99 per common share,
respectively.  Net  income  for  the quarter and nine months ended September 30,
2000 totaled $7,479, or $7.94 per common share and $20,952, or $22.22 per common
share,  respectively.

The  primary  factors affecting the increase in net income for the quarter ended
September 30, 2001 were a $3,860 or 14.39% increase in net interest income after
provision  for  loan  losses,  and  a  $2,264  or 22.27% increase in noninterest
income.  These  favorable  changes  were  partially offset by a $5,212 or 20.38%
increase  in  noninterest  expense.

The  primary  factors  affecting  the increase in net income for the nine months
ended  September  30,  2001  were  a  $11,623 or 14.99% increase in net interest
income  after  provision  for  loan  losses,  and a $8,007 or 28.54% increase in
noninterest  income.  Included  in  noninterest income is a nonrecurring gain of
$2,062  related  to  the  sale  of  a  processing  company's  stock  owned  by
Bancorporation.  These  favorable  changes were partially offset by a $15,383 or
20.90%  increase  in noninterest expense, and a $766 or 6.94% increase in income
tax expense.  Included in income tax expense is $691 related to the nonrecurring
gain.


                                     Page 6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION (CONTINUED)
--------------------------------------------------------------------------------

Return  on  average  stockholders' equity and average assets are key measures of
earnings  performance.  Return  on  average stockholders' equity for the quarter
ended  September  30,  2001  and  September  30,  2000  was  12.98%  and 13.79%,
respectively.  The  decrease was primarily the result of a decrease in return on
assets from 1.01% to .97% for the quarter ended September 30, 2000 and September
30, 2001, respectively.   The decrease in return on assets was due to a 14 basis
point  decrease  in  the  net interest margin after provision for loan losses to
average  assets, partially offset by a 10 basis point decline in income taxes to
average  assets.

Return  on  average stockholders' equity for the nine months ended September 30,
2001  and  September 30, 2000 was 13.02% and 13.43%, respectively.  The decrease
was primarily the result of a decrease in return on assets from .97% to .95% for
the  nine  months ended September 30, 2000 and September 30, 2001, respectively.
The  decrease  in  return on assets was due to a 10 basis points decrease in net
interest  margin  to  average  assets after provision for loan losses, partially
offset  by  a  4  basis points improvement in the non-interest margin to average
assets  and  a  4  basis  points  decrease  in  income  taxes to average assets.

Net  interest  income  is  discussed  further  in  the  following  section.

Table  1  provides  summary information on selected average balances and ratios.

TABLE 1: SELECTED SUMMARY INFORMATION (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                       AS OF AND FOR THE        AS OF AND FOR THE
                                                         QUARTER ENDED           NINE MONTHS ENDED
                                                         SEPTEMBER  30,            SEPTEMBER  30,
                                                    ------------------------  ------------------------
AVERAGE BALANCES:                                      2001         2000         2001         2000
                                                    -----------  -----------  -----------  -----------
<S>                                                 <C>          <C>          <C>          <C>
Total assets                                        $3,495,962   $2,945,523   $3,428,205   $2,897,810
Interest-earning assets                              3,199,731    2,703,103    3,135,556    2,654,755
Investment securities                                  852,820      674,777      798,470      676,952
Loans                                                2,190,061    1,987,378    2,132,593    1,938,405
Deposits                                             2,932,046    2,318,277    2,842,923    2,290,516
Noninterest-bearing deposits                           487,866      425,725      472,191      416,461
Interest-bearing deposits                            2,444,180    1,892,552    2,370,732    1,874,055
Interest-bearing liabilities                         2,714,707    2,277,695    2,672,778    2,248,669
Stockholders' equity                                   260,880      215,813      250,923      208,406

RATIOS:
Return on average assets                                   .97%        1.01%         .95%         .97%
Return on average stockholders' equity                   12.98%       13.79%       13.02%       13.43%

Return on average common stockholders' equity            13.14%       14.00%       13.19%       13.64%
Net yield on average interest-earning assets (tax
    equivalent)                                           4.16%        4.22%        4.06%        4.21%
Average loans to average deposits                        74.69%       85.73%       75.01%       84.63%
Nonperforming assets to total loans                        .25%         .24%         .25%         .25%
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       7.29x        7.30x
Average stockholders' equity to average total
    assets                                                7.46%        7.33%        7.32%        7.19%
Total risk-based capital ratio                              N/A          N/A       12.73%       13.80%
Tier I risk-based capital ratio                             N/A          N/A       11.48%       12.21%
Tier I leverage ratio                                       N/A          N/A        7.50%        8.36%
</TABLE>

NET INTEREST INCOME (DOLLARS IN THOUSANDS)

Tables  2  and  3  compare average balance sheet items and analyzes net interest
income  on  a  tax  equivalent  basis  for  the  quarters  and nine months ended
September  30,  2001  and  2000.


                                     Page 7
<PAGE>
<TABLE>
<CAPTION>
TABLE 2: COMPARATIVE AVERAGE BALANCE SHEETS AND TAXABLE EQUIVALENT RATE/VOLUME VARIANCE (DOLLARS IN THOUSANDS)

                                          AS OF AND  FOR THE QUARTERS ENDED SEPTEMBER 30,
                                          -----------------------------------------------

                                                                     INTEREST INC/EXP    YIELD/    CHANGE DUE TO (2)
                                                 AVERAGE BALANCE            (1)           RATE     ------------------     NET
                                             ----------------------  ----------------  ----------   YIELD               INCREASE
                                                2001        2000      2001     2000    2001  2000   /RATE     VOLUME   (DECREASE)
                                             ----------  ----------  -------  -------  ----  ----  --------  --------  -----------
<S>                                          <C>         <C>         <C>      <C>      <C>   <C>   <C>       <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                                    $2,190,061  $1,987,378  $45,761  $43,438  8.29  8.70  $(1,878)  $ 4,201   $    2,323
Investment securities:
  Taxable                                       834,636     649,636   10,866    9,336  5.17  5.72     (861)    2,391        1,530
  Non-taxable                                    18,184      25,141      365      528  8.03  8.40      (23)     (140)        (163)
Federal funds sold                              156,850      40,948    1,422      676  3.60  6.57     (297)    1,043          746
                                             ----------  ----------  -------  -------              --------  --------  -----------

Total interest-earning assets                 3,199,731   2,703,103   58,414   53,978  7.24  7.94   (3,059)    7,495        4,436
                                             ----------  ----------  -------  -------              --------  --------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks                         137,274     113,320
Premises and equipment                           97,676      86,806

Other, less allowance for loan losses            61,281      42,294
                                             ----------  ----------


Total noninterest-earning assets                296,231     242,420
                                             ----------  ----------

TOTAL ASSETS                                 $3,495,962  $2,945,523
                                             ----------  ----------

INTEREST-BEARING LIABILITIES:
Deposits                                     $2,444,180  $1,892,552  $22,133  $19,270  3.59  4.05  $(2,088)  $ 4,951   $    2,863
Federal funds purchased and
 securities sold under
 agreements to repurchase                       219,564     334,180    1,705    5,029  3.08  5.99   (2,441)     (883)      (3,324)
Long-term debt                                   50,963      50,963    1,050    1,025  8.24  8.24       --        --           --
                                             ----------  ----------  -------  -------              --------  --------  -----------


Total interest-bearing  liabilities           2,714,707   2,277,695   24,888   25,324  3.64  4.42   (4,529)    4,068         (461)
                                             ----------  ----------  -------  -------              --------  --------  -----------

NONINTEREST-BEARING LIABILITIES:
Demand deposits                                 487,866     425,725
Other liabilities                                32,509      26,290
                                             ----------  ----------

Total noninterest-bearing liabilities           520,375     452,015
                                             ----------  ----------

TOTAL LIABILITIES                             3,235,082   2,729,710
                                             ----------  ----------

Stockholders' equity                            260,880     215,813
                                             ----------  ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $3,495,962  $2,945,523
                                             ==========  ==========

Net interest spread                                                                    3.60  3.52
                                                                                       ====  ====
Net interest margin:                                                 $33,526  $28,654              $ 1,470   $ 3,427   $    4,897
                                                                     =======  =======              ========  ========  ===========
  to average assets                                                                    3.80  3.87
                                                                                       ====  ====
  to average interest-earning
    assets                                                                             4.16  4.22
                                                                                       ====  ====

<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 8
<PAGE>
<TABLE>
<CAPTION>
TABLE 3: COMPARATIVE AVERAGE BALANCE SHEETS AND TAXABLE EQUIVALENT RATE/VOLUME VARIANCE (DOLLARS IN THOUSANDS)

                                       AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                       -------------------------------------------------

                                                                INTEREST INC/EXP       YIELD/   CHANGE DUE TO (2)
                                            AVERAGE BALANCE            (1)             RATE     -----------------       NET
                                        ----------------------  ------------------  ----------   YIELD               INCREASE
                                           2001        2000       2001      2000    2001  2000   /RATE     VOLUME   (DECREASE)
                                        ----------  ----------  --------  --------  ----  ----  --------  --------  -----------
<S>                                     <C>         <C>         <C>       <C>       <C>   <C>   <C>       <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                               $2,132,593  $1,938,405  $136,230  $124,671  8.54  8.59  $  (879)  $12,438   $   11,559
Investment securities:
  Taxable                                  778,955     649,738    31,770    27,204  5.45  5.59     (716)    5,282        4,566
  Non-taxable                               19,515      27,214     1,191     1,689  8.14  8.28      (28)     (470)        (498)
Federal funds sold                         204,493      39,398     7,065     1,763  4.62  5.98     (419)    5,721        5,302
                                        ----------  ----------  --------  --------              --------  --------  -----------

Total interest-earning assets            3,135,556   2,654,755   176,256   155,327  7.52  7.82   (2,042)   22,971       20,929
                                        ----------  ----------  --------  --------              --------  --------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks                    133,645     114,830
Premises and equipment                      95,853      86,153
Other, less allowance for loan
  losses                                    63,151      42,072
                                        ----------  ----------

Total noninterest-earning assets           292,649     243,055
                                        ----------  ----------

TOTAL ASSETS                            $3,428,205  $2,897,810
                                        ----------  ----------

INTEREST-BEARING LIABILITIES:
Deposits                                $2,370,732  $1,874,055  $ 70,274  $ 54,552  3.96  3.89  $   971   $14,751   $   15,722
Federal funds purchased and
 securities sold under
 agreements to repurchase                  251,083     323,651     7,507    13,940  4.00  5.75   (4,256)   (2,177)      (6,433)
Long-term debt                              50,963      50,963     3,149     3,149  8.24  8.24        -         -            -
                                        ----------  ----------  --------  --------              --------  --------  -----------

Total interest-bearing
 liabilities                             2,672,778   2,248,669    80,930    71,641  4.05  4.26   (3,285)   12,574        9,289
                                        ----------  ----------  --------  --------              --------  --------  -----------

NONINTEREST-BEARING LIABILITIES:
Demand deposits                            472,191     416,461
Other liabilities                           32,313      24,274
                                        ----------  ----------

Total noninterest-bearing
  liabilities                              504,504     440,735
                                        ----------  ----------

Total Liabilities                        3,177,282   2,689,404
                                        ----------  ----------

Stockholders' equity                       250,923     208,406

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                    $3,428,205  $2,897,810
                                        ==========  ==========

Interest rate spread                                                                3.47  3.56
                                                                                    ====  ====
Net interest margin:                                            $ 95,326  $ 83,686              $ 1,243   $10,397   $   11,640
                                                                ========  ========              ========  ========  ===========
to average assets                                                                   3.72  3.86
                                                                                    ====  ====
To average interest-earning
assets                                                                              4.06  4.21
                                                                                    ====  ====

<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>
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 $4,872 or 17.00% for the
quarter  ended  September  30,  2001,  over  the comparable period in 2000.  Net
interest  margin  to  average  assets decreased from 3.87% for the quarter ended
September  30,  2000 to 3.80% for the quarter ended September 30, 2001.  This is
attributable  to  a 6 basis point decrease in the net interest margin to average
interest-earning  assets  (4.16%  compared  to  4.22%  for  the  same comparable
periods).  The  mix  of interest-earning assets to average total assets remained
relatively  stable.

Net  interest margin to average interest-earning assets decreased from 4.22% for
the  quarter  ended  September 30, 2000 to 4.16% for the quarter ended September
30,  2001.  This was attributable to a decline in the net interest position from
15.74%  for the quarter ended September 30, 2000 to 15.16% for the quarter ended
September  30,  2001  (the  gain from the net interest-position declined from 70
basis  points  to 55 basis points for the comparable quarters), partially offset
by  improvement  in  the net interest spread from 3.52% at September 30, 2000 to
3.60% at September 30, 2001.  The increase in the net interest spread was due to
the  decrease in the cost of interest bearing liabilities exceeding the decrease
in  the  interest  earned  on  interest-earning  assets.  The  yield  on
interest-earning  assets  decreased from 7.94% at September 30, 2000 to 7.24% at
September  30,  2001,  or  70  basis  points, while the cost of interest-bearing
liabilities  decreased from 4.42% to 3.64%, or 78 basis points.  The decrease in
the  yield  on  interest-earning  assets  was due to a decrease in the yields on
loans,  taxable  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 $11,640 or 13.91% for
the  nine  months  ended September 30, 2001, over the comparable period in 2000.
Net  interest  margin to average assets decreased from 3.86% for the nine months
ended  September 30, 2000 to 3.72% for the nine months ended September 30, 2001.
This  is attributable to a 15 basis point decrease in the net interest margin to
average interest-earning assets (4.06% compared to 4.21% for the same comparable
periods).  The  mix  of interest-earning assets to average total assets remained
relatively  stable.

Net  interest margin to average interest-earning assets decreased from 4.21% for
the  nine  months  ended  September  30, 2000 to 4.06% for the nine months ended
September  30,  2001.  This  was  primarily attributable to a decline in the net
interest spread from 3.56% for the nine months ended September 30, 2000 to 3.47%
for  the  nine months ended September 30, 2001.  The decline in the net interest
spread  was  due  to  the decrease in interest earned on interest-earning assets
exceeding  the  decrease in the cost of interest-bearing liabilities.  The yield
on  interest-earning  assets decreased from 7.82% at September 30, 2000 to 7.52%
at  September  30,  2001, or 30 basis points, while the cost of interest-bearing
liabilities  decreased from 4.26% to 4.05%, or 21 basis points.  The decrease in
the  yield  on  interest-earning  assets  was primarily due to a decrease in the
yields on taxable investment securities and federal funds sold.  The decrease in
the  cost of interest-bearing liabilities was primarily due to a decrease in the
rates  paid  on  securities  sold  under  agreements  to  repurchase.

NONINTEREST INCOME AND EXPENSE (DOLLARS IN THOUSANDS)

CURRENT  QUARTER  COMPARED  TO  PRIOR  YEAR  QUARTER
----------------------------------------------------
Noninterest income increased by $2,264 or 22.27% for the quarter ended September
30, 2001, over the comparable period in 2000 due to increases in service charges
on  deposits, bankcard fees, and gain on sale of securities.  Service charges on
deposits  increased by $1,178 or 21.43% over the comparable period primarily due
to  overall  deposit growth. Bankcard fees increased by $205 or 15.88%.  Gain on
sale  of  securities  increased  by  $880  over  the  comparable  period.

Noninterest  expense  increased  by  $5,212  or  20.38%  for  the  quarter ended
September  30,  2001  over  the  comparable  period  in 2000 due to increases in
salaries  and  employee  benefits  expense,  amortization  of  intangibles, data
processing  expense  and  bankcard  processing  expense.  Salaries  and employee
benefits expense increased $2,024 or 17.43% over the comparable period primarily
due  to  an  increase  in  the  number  of  employees, the addition of seven new
branches  in  December  2000,  and merit increases.  Amortization of intangibles
increased  by  $813  or  45.83%  over  the comparable period due to the goodwill
related  to  the  acquisition  of  seven  new  branches  in December 2000.  Data
processing  expense  increased  $444 or 21.43% over the comparable period due to
the  on-going  growth  realized  by Bancorporation.  Bankcard processing expense
increased by $158 or 12.45% over the comparable period due to increased bankcard
activity.

Overall, the noninterest margin (noninterest income less noninterest expense) to
average  assets  remained  constant  at  a  negative 2.08% for the quarter ended
September  30,  2000 and for the quarter ended September 30, 2001.  This was due
to a 4 basis point decrease in non-interest expense to average assets, offset by
a 4 basis point increase in non-interest income to average assets.


                                    Page 10
<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  $8,007  or  28.54% for the nine months ended
September  30,  2001,  over  the  comparable  period in 2000 due to increases in
service  charges  on  deposits,  bankcard  fees  and gain on sale of securities.
Service  charges  on  deposits increased by $2,870 or 17.85% over the comparable
period  primarily due to overall deposit growth. Bankcard fees increased by $633
or  18.17%.  Gain  on sale of securities increased by $3,505 over the comparable
period.

Noninterest  expense  increased  by  $15,383 or 20.90% for the nine months ended
September  30,  2001  over  the  comparable  period  in 2000 due to increases in
salaries  and  employee  benefits  expense,  amortization  of  intangibles, data
processing  expense  and  bankcard  processing  expense.  Salaries  and employee
benefits expense increased $6,107 or 17.70% over the comparable period primarily
due  to  an  increase  in  the  number  of  employees, the addition of seven new
branches  in  December  2000,  and merit increases.  Amortization of intangibles
increased  by  $2,957  or  59.85% over the comparable period due to the goodwill
related  to  the  acquisition  of  seven  new  branches  in December 2000.  Data
processing  expense increased $1,137 or 19.06% over the comparable period due to
the  on-going  growth  realized  by Bancorporation.  Bankcard processing expense
increased by $517 or 14.37% over the comparable period due to increased bankcard
activity.

Overall, the noninterest margin (noninterest income less noninterest expense) to
average  assets  improved  from  a  negative  2.10%  for  the  nine months ended
September  30,  2000 to a negative 2.06% for the nine months ended September 30,
2001.  This  was  due  to  a  12  basis point increase in non-interest income to
average  assets and an 8 basis point increase in non-interest expense to average
assets.

INCOME TAXES (DOLLARS IN THOUSANDS)

Total  income  tax  expense  decreased  by  $145  or 3.68% for the quarter ended
September 30, 2001 over the comparable period in 2000 due to the decrease in the
effective tax rate.  Total income tax expense increased by $766 or 6.94% for the
nine  months  ended September 30, 2001 over the comparable period in 2000 due to
the  increase  in  net  income.  The effective tax rate was 32.57% and 34.49% at
September  30,  2001  and  September  30,  2000,  respectively.

                               FINANCIAL CONDITION


INVESTMENT  SECURITIES  (DOLLARS  IN  THOUSANDS)

As of September 30, 2001, the investment portfolio totaled $878,388, compared to
$703,517  at  September  30, 2000.  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  94.27%  and  92.52%  U.S.  government  and
government  agency  securities  as of September 30, 2001 and September 30, 2000,
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  September  30, 2001, loans totaled $2,223,081, compared to $2,005,306 at
September  30,  2000, an increase of $217,775, or 10.86%, which is primarily the
result  of  normal  loan  growth.  Between  September 30, 2000 and September 30,
2001,  approximately  $32,000  of  loans  were  acquired  from  other  financial
institutions.  The  composition  of  the  loan  portfolio  has  not  shifted
significantly  since  September  30,  2000.  Loan growth was funded through core
deposits  and  short-term  borrowed  funds.


                                    Page 11
<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 that
is  adequate  to  absorb  potential  losses  inherent  in  the  loan  portfolio.
Management  believes  that  the  provision  taken  during  the nine months ended
September 30, 2001 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 September 30,
2001  and  2000  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.

<TABLE>
<CAPTION>
                                AS OF AND FOR THE   AS OF AND FOR THE
                                  QUARTER  ENDED    NINE MONTHS ENDED
                                  SEPTEMBER  30,      SEPTEMBER  30,
                                --------  --------  --------  --------
ALLOWANCE FOR LOAN LOSSES:        2001      2000      2001      2000
                                --------  --------  --------  --------
<S>                             <C>       <C>       <C>       <C>
Balance at beginning of period  $38,459   $35,437   $37,001   $32,972
Provision for loan losses         2,583     1,477     5,186     5,030
                                --------  --------  --------  --------
Charge-offs                      (1,784)   (1,705)   (3,645)   (3,545)
Recoveries                          371       327     1,087     1,079
                                --------  --------  --------  --------
Net charge-offs                  (1,413)   (1,378)   (2,558)   (2,466)
                                --------  --------  --------  --------
Balance at end of period        $39,629   $35,536   $39,629   $35,536
                                --------  --------  --------  --------

Nonperforming assets            $ 5,434   $ 4,869   $ 5,434   $ 4,869

Annualized net charge-offs to:
  Average loans                     .26%      .28%      .16%      .17%
  Loans at end of period            .25%      .27%      .15%      .16%
  Allowance for loan losses       14.15%    15.43%     8.63%     9.27%
</TABLE>

FUNDING  SOURCES  (DOLLARS  IN  THOUSANDS)

Bancorporation's  primary  source  of funds is its deposit base.  Total deposits
increased  $622,685  or by 26.97% from September 30, 2000 to September 30, 2001.
Between  September  30,  2000  and September 30, 2001, approximately $231,431 of
deposits  were  acquired  from  other  financial  institutions.  Additionally,
$188,162  of securities sold under agreements to repurchase were reclassified to
deposits  in February, 2001.  Average deposits were $2,842,923 and $2,290,516 at
September  30,  2001  and  September  30,  2000,  respectively.

Short-term  borrowings  in  the  form  of  securities  sold  under agreements to
repurchase  are  another  source  of  funds.  Short-term  borrowings  decreased
$125,413  or 36.28% from September 30, 2000 to September 30, 2001, primarily due
to the reclassification discussed in the previous paragraph.  Average short-term
borrowings  were  $251,083  and $323,651 at September 30, 2001 and September 30,
2000,  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  September  30,  2001  and  2000.


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

CAPITAL RESOURCES (CONTINUED)

CAPITAL RATIOS
                                                September 30,
                                              ----------------
                                               2001    2000
                                             --------  -------
Tier I leverage ratio                          7.50%    8.36%
Total risk-based capital ratio                12.73%   13.80%
     Tier I                                   11.48%   12.21%
     Tier II                                   1.25%    1.59%


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,  2000.


                                    Page 13
<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

Not  Applicable

Item  5.  Other  Information

Not  Applicable.

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 1997 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).

     10.1 Employment  Agreement  between  E. Hite Miller, Sr. and the Bank dated
          April  21,  1998  (incorporated herein by reference to Exhibit 10.2 in
          the  Registrant's  1998  Annual  Report  on  Form  10-K).

    *10.2 Employee  Death  Benefit  and  Post-Retirement  Noncompetition  and
          Consultation  Agreement, dated December 31, 1998, between the Bank and
          E.  Hite Miller, Sr. (incorporated herein by reference to Exhibit 10.3
          in  the  Registrant's  1998  Annual  Report  on  Form  10-K).


                                    Page 14
<PAGE>
   *10.3  Employee  Death  Benefit  and  Post-Retirement  Noncompetition  and
          Consultation  Agreement, dated December 31, 1998, between the Bank and
          Jim  B. Apple (incorporated herein by reference to Exhibit 10.4 in the
          Registrant's  1998  Annual  Report  on  Form  10-K).

   *10.4  Employee  Death  Benefit  and  Post-Retirement  Noncompetition  and
          Consultation  Agreement, dated December 31, 1998, between the Bank and
          Jay  C.  Case (incorporated herein by reference to Exhibit 10.5 in the
          Registrant's  1998  Annual  Report  on  Form  10-K).

   *10.5  Employee  Death  Benefit  and  Post-Retirement  Noncompetition  and
          Consultation  Agreement, dated December 31, 1998, between the Bank and
          Charles  S. McLaurin, III (incorporated herein by reference to Exhibit
          10.6  in  the  Registrant's  1998  Annual  Report  on  Form  10-K).

   *10.6  Employee  Death  Benefit  and  Post-Retirement  Noncompetition  and
          Consultation  Agreement, dated December 31, 1998, between the Bank and
          Charles  D.  Cook (incorporated herein by reference to Exhibit 10.7 in
          the  Registrant's  1998  Annual  Report  on  Form  10-K).

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

          * Denotes a management contract or compensatory plan or arrangement in
          which  an  executive  officer  or director of Registrant participates.

     (b)  No  reports  on Form 8-K were filed during the quarter ended September
          30,  2001


                                    Page 15
<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:   November 13, 2001                      By:  /S/  Craig L. Nix
      -----------------------                      -----------------------------
                                                     Craig  L.  Nix
                                                     (Chief Financial Officer)


                                    Page 16
<PAGE>