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, 2003          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  by  check  mark  whether  the  Registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).  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, 2003
                -----                           -------------------------------

VOTING COMMON STOCK, $5.00 PAR VALUE                     869,347 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,
                                                                                     2003             2002            2002
                                                                                ---------------  --------------  ---------------
<S>                                                                             <C>              <C>             <C>
ASSETS
Cash and due from banks                                                         $      146,660   $     165,747   $      146,033
Federal funds sold                                                                      87,972         121,626           74,800
                                                                                ---------------  --------------  ---------------
Total cash and cash equivalents                                                        234,632         287,373          220,833
                                                                                ---------------  --------------  ---------------
Investment securities:
  Held-to-maturity, at amortized cost (fair value September 30, 2003-$20,344;
    December 31, 2002-$35,268; and September 30, 2002-$22,220)                          19,795          34,543           21,582
  Available-for-sale, at fair value                                                    904,516         881,327          861,418
                                                                                ---------------  --------------  ---------------
Total investment securities                                                            924,311         915,870          883,000
                                                                                ---------------  --------------  ---------------

Gross loans                                                                          2,849,352       2,415,396        2,369,770
  Less: Allowance for loan losses                                                      (50,467)        (43,305)         (42,285)
                                                                                ---------------  --------------  ---------------
Net loans                                                                            2,798,885       2,372,091        2,327,485
                                                                                ---------------  --------------  ---------------
Premises and equipment                                                                 127,503         110,472          106,927
Interest receivable                                                                     18,055          17,696           18,877
Intangible assets                                                                       73,470          45,478           42,611
Other assets                                                                            42,452          38,896           39,562
                                                                                ---------------  --------------  ---------------
     TOTAL ASSETS                                                               $    4,219,308   $   3,787,876   $    3,639,295
                                                                                ===============  ==============  ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits:
  Demand                                                                        $      675,220   $     575,632   $      568,107
  Time and savings                                                                   2,973,807       2,700,376        2,553,315
                                                                                ---------------  --------------  ---------------
Total deposits                                                                       3,649,027       3,276,008        3,121,422

Securities sold under agreements to repurchase                                         148,043         130,360          146,023
Long-term debt                                                                          72,357          52,139           50,963
Other liabilities                                                                       20,349          25,785           24,509
                                                                                ---------------  --------------  ---------------
     TOTAL LIABILITIES                                                               3,889,776       3,484,292        3,342,917
                                                                                ---------------  --------------  ---------------

     Commitments and contingencies                                                          --              --               --
                                                                                ---------------  --------------  ---------------

STOCKHOLDERS' EQUITY:
  Preferred stock                                                                        3,111           3,173            3,173
  Non-voting common stock - $5.00 par value, authorized
    1,000,000; issued and outstanding September 30, 2003,
    December 31, 2002 and September 30, 2002 - 36,409                                      182             182              182
  Voting common stock - $5.00 par value, authorized 2,000,000;
    issued and outstanding September 30, 2003 - 869,487;
   December 31, 2002 - 874,835; and September 30, 2002 - 875,914                         4,347           4,374            4,380
  Surplus                                                                               65,081          65,081           65,081
  Undivided profits                                                                    238,798         211,264          203,269
  Accumulated other comprehensive income, net of taxes                                  18,013          19,510           20,293
                                                                                ---------------  --------------  ---------------
     TOTAL STOCKHOLDERS' EQUITY                                                        329,532         303,584          296,378
                                                                                ---------------  --------------  ---------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $    4,219,308   $   3,787,876   $    3,639,295
                                                                                ===============  ==============  ===============
</TABLE>


            SEE ACCOMPANYING NOTES TO THE 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,
                                                  ------------------  ------------------
                                                    2003      2002      2003      2002
                                                  --------  --------  --------  --------
<S>                                               <C>       <C>       <C>       <C>
INTEREST INCOME:
  Interest and fees on loans                      $ 43,477  $ 42,103  $126,987  $125,734
  Interest on investment securities:
    Taxable                                          5,805     9,362    19,472    29,289
    Non-taxable                                        137       141       411       456
  Federal funds sold                                   299       326     1,510     1,993
                                                  --------  --------  --------  --------
Total interest income                               49,718    51,932   148,380   157,472
                                                  --------  --------  --------  --------

INTEREST EXPENSE:
  Interest on deposits                               9,865    13,110    32,703    42,490
  Interest on short-term borrowings                    338       714     1,070     2,399
  Interest on long-term debt                         1,460     1,050     3,992     3,149
                                                  --------  --------  --------  --------
Total interest expense                              11,663    14,874    37,765    48,038
                                                  --------  --------  --------  --------

Net interest income                                 38,055    37,058   110,615   109,434
Provision for loan losses                            4,436     3,518     7,799     6,979
                                                  --------  --------  --------  --------
Net interest income after
  provision for loan losses                         33,619    33,540   102,816   102,455
                                                  --------  --------  --------  --------

NONINTEREST INCOME:
  Service charges on deposits                        9,179     8,000    26,203    22,674
  Commissions and fees from fiduciary activities       864     1,013     2,521     2,664
  Fees for other customer services                     406       359     1,160     1,098
  Mortgage income                                    4,022       591     6,889     1,939
  Bankcard discount and fees                         1,735     1,583     4,733     4,311
  Insurance premiums                                   443       513     1,478     1,300
  Gain on sale of investment securities                 62       228       781       228
  Other                                                374       566     1,445     1,696
                                                  --------  --------  --------  --------
Total noninterest income                            17,085    12,853    45,210    35,910
                                                  --------  --------  --------  --------

NONINTEREST EXPENSE:
  Salaries and employee benefits                    17,485    16,749    51,874    46,887
  Net occupancy expense                              2,817     2,301     8,072     6,689
  Furniture and equipment expense                    1,823     1,534     5,067     4,395
  Bankcard processing fees                           1,749     1,674     4,933     4,558
  Data processing fees                               2,932     2,586     8,597     7,745
  Amortization expense                               2,242     1,973     5,917     6,258
  Other                                              5,614     5,487    16,064    16,132
                                                  --------  --------  --------  --------
Total noninterest expense                           34,662    32,304   100,524    92,664
                                                  --------  --------  --------  --------

Income before income tax expense                    16,042    14,089    47,502    45,701
Income tax expense                                   5,806     4,720    17,006    15,310
                                                  --------  --------  --------  --------
NET INCOME                                        $ 10,236  $  9,369  $ 30,496  $ 30,391
                                                  ========  ========  ========  ========

NET INCOME PER COMMON SHARE -
  BASIC AND DILUTED                               $  11.24  $  10.19  $  33.41  $  32.92
WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING-BASIC AND DILUTED             907,075   915,576   909,045   919,321
</TABLE>


        SEE ACCOMPANYING NOTES TO THE 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, 2001     $    3,201   $   182  $ 4,448   $ 65,081  $  178,399   $       19,604   $ 270,915
Comprehensive income:
  Net income                                                                   30,391                       30,391
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     taxes of $371                                                                                 689         689
                                                                                                         ----------
Total comprehensive income                                                                                  31,080
                                                                                                         ----------
Reacquired preferred stock              (28)                                       (3)                         (31)
Reacquired voting common stock                             (68)                (4,722)                      (4,790)
Common stock dividends                                                           (673)                        (673)
Preferred stock dividends                                                        (123)                        (123)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at September 30, 2002         3,173       182    4,380     65,081     203,269           20,293     296,378
Comprehensive income:
  Net income                                                                    8,657                        8,657
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     benefit of $422                                                                              (783)       (783)
                                                                                                         ----------
Total comprehensive income                                                                                   7,874
                                                                                                         ----------
Reacquired preferred stock                                                                                       -
Reacquired voting common stock                              (6)                  (396)                        (402)
Common stock dividends                                                           (224)                        (224)
Preferred stock dividends                                                         (42)                         (42)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at December 31, 2002          3,173       182    4,374     65,081     211,264           19,510     303,584
Comprehensive income:
  Net income                                                                   30,496                       30,496
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     benefit of $806                                                                            (1,497)     (1,497)
                                                                                                         ----------
Total comprehensive income                                                                                  28,999
                                                                                                         ----------
Reacquired preferred stock              (62)                                       21                          (41)
Reacquired voting common stock                             (27)                (2,119)                      (2,146)
Common stock dividends                                                           (742)                        (742)
Preferred stock dividends                                                        (122)                        (122)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at September 30, 2003    $    3,111   $   182  $ 4,347   $ 65,081  $  238,798   $       18,013   $ 329,532
                                 ===========  =======  ========  ========  ===========  ===============  ==========
</TABLE>


        SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


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

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

                                                                                           FOR THE
                                                                                       NINE MONTHS ENDED
                                                                                         SEPTEMBER 30,
                                                                                    ----------------------
                                                                                       2003        2002
                                                                                    ----------  ----------
<S>                                                                                 <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                        $  30,496   $  30,391
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Provision for loan losses                                                           7,799       6,979
    Depreciation and amortization                                                      14,574      13,848
    Net accretion of discount on
      investment securities                                                               348         743
    Deferred income tax benefit                                                        (3,163)       (528)
    (Gain) loss on sale of premises and equipment                                         (85)         53
    (Increase) decrease in accrued interest receivable                                   (359)      1,134
    Decrease in accrued interest payable                                               (3,072)     (3,940)
    Origination of mortgage loans held-for-resale                                    (418,080)   (210,427)
    Proceeds from sales of mortgage loans held-for-resale                             426,013     242,294
    Gain on sales of mortgage loans held-for-resale                                    (5,916)     (1,695)
    Gain on sale of investment securities                                                (781)       (228)
    Decrease (increase) in other assets                                                 6,376     (10,908)
    (Decrease) increase in other liabilities                                           (4,037)      4,624
                                                                                    ----------  ----------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                            50,113      72,340
                                                                                    ==========  ==========

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net increase in loans                                                            (250,470)   (144,840)
    Calls, maturities and prepayments of investment securities, held-to-maturity       24,171       3,231
    Purchases of investment securities, held-to-maturity                               (5,520)     (2,247)
    Calls, maturities and prepayments of investment securities, available-for-sale    370,035     357,716
    Purchases of investment securities, available-for-sale                           (380,771)   (341,400)
    Proceeds from sales of premises and equipment                                         287          90
    Purchases of premises and equipment                                               (20,174)    (15,221)
    (Increase) decrease in other real estate owned                                     (1,300)        454
    (Increase) decrease in intangible assets                                          (32,700)      1,961
    Purchase of institution, net of cash acquired                                      89,155           -
                                                                                    ----------  ----------
      NET CASH USED IN INVESTING ACTIVITIES                                          (207,287)   (140,256)
                                                                                    ==========  ==========

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in deposits                                                           89,801     106,468
    Increase (decrease) in  securities sold under agreements
      to repurchase                                                                    17,683     (68,000)
    Cash dividends paid                                                                  (864)       (796)
    Cash paid to reacquire preferred stock                                                (41)        (31)
    Cash paid to reacquire common stock                                                (2,146)     (4,790)
                                                                                    ----------  ----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                                       104,433      32,851
                                                                                    ==========  ==========

NET INCREASE IN CASH AND CASH EQUIVALENTS                                             (52,741)    (35,065)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      287,373     255,898
                                                                                    ----------  ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $ 234,632   $ 220,833
                                                                                    ==========  ==========
</TABLE>


        SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL 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 2002.  The significant accounting policies used during the current
quarter are unchanged from those disclosed in the 2002 Annual Report.

BASIS  OF  PRESENTATION

The  accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for  interim  financial  preparation. In the opinion of management, all material
adjustments necessary to present fairly the financial position of Bancorporation
as  and for each of the periods presented, and 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 2003 presentation.  Such reclassifications
had no effect on shareholders' equity or net income.

NEW  ACCOUNTING  STANDARDS

In  June  2002, the FASB issued SFAS No. 147, "Acquisitions of Certain Financial
Institutions,  an amendment of FASB Statements No. 72 and 144 and Interpretation
No.  9."  Except  for  transactions between two or more mutual enterprises, this
Statement removes financial institutions from the scope of both Statement No. 72
and  Interpretation  9  and requires that those transactions be accounted for in
accordance  with  SFAS No. 141 and 142. Additionally, this Statement amends SFAS
No.  144  to  include  in  its  scope long-term customer-relationship intangible
assets of financial institutions. Bancorporation adopted the Statement effective
October  1,  2002,  and  it  did  not have a material impact on Bancorporation's
financial  position  or  results  of  operations.

In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others."  The Interpretation elaborates on the
disclosures  to be made by a guarantor in its financial statements under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at  the  inception of a guarantee, a liability for the fair value of
the  obligation undertaken in issuing the guarantee. The disclosure requirements
of  the  Interpretation  are  effective and were adopted by Bancorporation as of
December  31,  2002,  and require disclosure of the nature of the guarantee, the
maximum potential amount of future payments that the guarantor could be required
to  make  under  the guarantee, and the current amount of the liability, if any,
for  the  guarantor's  obligations  under  the  guarantee.  The  recognition
requirements of the interpretation were effective beginning January 1, 2003. The
implementation  of  the  recognition  requirements of the Interpretation did not
have a significant effect on Bancorporation's consolidated financial position or
consolidated  results  of  operations.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities."  FIN  No. 46 is an Interpretation of Accounting Research Bulletin No.
51,  "Consolidated Financial Statements" and addresses consolidation by business
enterprises  of variable interest entities ("VIEs"). The Interpretation is based
on  the  concept that an enterprise controlling another entity through interests
other  than  voting interests should consolidate the controlled entity. Business
enterprises  are required under the provisions of the Interpretation to identify
VIEs, based on specified characteristics, and then determine whether they should
be  consolidated.  An enterprise that holds a majority of the variable interests
is  considered  the  primary  beneficiary  which  would consolidate the VIE. The
primary  beneficiary of a VIE is also required to include various disclosures in
interim  and annual financial statements. Additionally, an enterprise that holds
a  significant  variable  interest  in  a  VIE,  but  that  is  not  the primary
beneficiary,  is  also  required  to  make  certain  disclosures.

The  Interpretation  was effective immediately for all enterprises with variable
interests  in VIEs created after January 31, 2003. A public entity with variable
interests  in  a  VIE  created before February 1, 2003 was required to apply the
provisions of this Interpretation to that entity by the end of the first interim
or annual reporting period beginning after June 15, 2003. However, on October 9,
2003,  the  FASB  delayed  the  effective date of this Interpretation for public
entities  until  the  first  interim  or annual reporting period beginning after
December 15, 2003 so long as the VIE was created before February 1, 2003 and the
public  entity  has  not  issued  financial  statements  reporting  that  VIE in
accordance  with  Interpretation  46,  other than in the disclosures required by
paragraph  26  of  the  Interpretation.  Management  has  determined  that
Bancorporation  meets  these  conditions  and  will defer the adoption of FIN 46
until  December  31,  2003.  Management  is  currently  continuing  to  evaluate
Bancorporation's  involvement  with  VIEs  and  potential  VIEs or transactions,
particularly  with  limited  liability  partnerships  in  low-income  housing
developments,  and  trust  preferred  securities  structures.  Depending  on the
ultimate  applicability of the Interpretation on these entities or transactions,
the  most  significant  effect  of  the  Interpretation  is  expected  to  be on
Bancorporation's  statement  of  condition,  as  the  potential consolidation of
additional  entities  would  increase  Bancorporation's  consolidated assets and
liabilities and affect its capital ratios. Management believes that the ultimate
implementation  of FIN 46 will not have a significant impact on Bancorporation's
results  of  operations.  Any  consolidation  of


                                     Page 6
<PAGE>
previously  unconsolidated  entities  as  a  result of FIN 46 would represent an
accounting change; however, it would not affect Bancorporation's legal rights or
obligations  with  respect  to these entities. Interpretive guidance relating to
FIN  46  is  continuing to evolve and management will continue to assess various
aspects  of  consolidations  and  VIE  accounting as additional guidance becomes
available.


CRITICAL  ACCOUNTING  POLICIES

The accounting and reporting policies of Bancorporation and its subsidiaries are
in accordance with accounting principles generally accepted in the United States
and  conform  to general practices within the banking industry. Bancorporation's
financial  position  and  results  of  operations  are  affected by management's
application  of  accounting  policies, including judgments made to arrive at the
carrying  value  of  assets  and  liabilities and amounts reported for revenues,
expenses and related disclosures including mortgage servicing rights and pension
accrual. Different assumptions in the application of these policies could result
in  material  changes in Bancorporation's consolidated financial position and/or
consolidated  results  of operations. The more critical accounting and reporting
policies  include  Bancorporation's  accounting  for  securities,  loans,  the
allowance  for  loan  losses,  mergers  and  acquisitions  and  income  taxes.
Bancorporation's  accounting  policies  are  fundamental  to  understanding
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations.  Accordingly,  Bancorporation's  significant accounting policies are
discussed  in  detail  in Bancorporation's 2002 Annual Report on Form 10-K filed
with  the  Securities  and  Exchange  Commission.


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.


GOODWILL AND OTHER INTANGIBLES (DOLLARS IN THOUSANDS)

In  accordance  with  SFAS No.142, no goodwill amortization was recorded for the
quarter  ended  September  30,  2003.  At September 30, 2003, the total carrying
amount  of  intangible  assets  not  subject  to  amortization was $25,913.  The
discontinuation  of  amortization  of  goodwill  has had an immaterial effect on
Bancorporation's  consolidated  financial  statements.

The  following  table relates to the carrying values of core deposit intangibles
recorded in Bancorporation's consolidated financial statements, all of which are
being  amortized:

<TABLE>
<CAPTION>
                                    AS OF           AS OF           AS OF
                                SEPTEMBER 30,    DECEMBER 31,    SEPTEMBER 30
                                    2003             2002            2002
                               ---------------  -------------  --------------
<S>                           <C>              <C>             <C>
CORE DEPOSIT INTANGIBLES:

Gross carrying value          $      117,166   $     105,669   $     102,498
Accumulated amortization             (75,953)        (70,034)        (68,129)
                              ---------------  --------------  --------------
    Balance at end of period  $       41,213   $      35,635   $      34,369
                              ===============  ==============  ==============
</TABLE>


Amortization  expense  on core deposit intangibles was $5,917 and $6,258 for the
nine  months  ended  September  30,  2003  and 2002, respectively.  Amortization
expense on core deposit intangibles was $2,242 and $1,973 for the quarters ended
September  30,  2003  and  2002,  respectively.

Bancorporation projects the following aggregate amortization expense:

          2003          $8,327
          2004          $9,137
          2005          $7,682
          2006          $6,118
          2007          $5,303


                                     Page 7
<PAGE>
Mortgage  servicing  rights  as  of  September  30,  2003, December 31, 2002 and
September  30,  2002  were  $6,344,  $5,365,  and  $5,026,  respectively.  The
amortization  expense  related  to  mortgage  servicing  rights,  included  as a
reduction  of  mortgage  income  in  the  Consolidated Statements of Income, was
$1,588  and  $1,942  for  the  nine  months  ended  September 30, 2003 and 2002,
respectively.  Amortization  expense  includes $255 and $1,193 for impairment of
mortgage servicing rights for the nine months ended September 30, 2003 and 2002,
respectively.  During the quarter ended September 30, 2003, $1,546 of previously
recorded  mortgage  servicing  rights  impairment  was  recaptured  due  to  the
increasing  interest rate environment surrounding mortgage loans.  The recapture
had  the  effect of reducing amortization expense recorded on mortgage servicing
rights  during the quarter, and thereby increased mortgage income as included in
the  Consolidated  Statements  of Income.  Total amortization expense, including
the  $1,546  recapture  described  above,  was  negative $1,078.  The difference
between  the  $1,546  recapture  and the negative $1,078 of amortization expense
represents  normal amortization of mortgage servicing rights recorded during the
quarter  ended  September 30, 2003. The amortization expense related to mortgage
servicing rights, included as a reduction of mortgage income in the Consolidated
Statements  of Income, was $1,101 which includes $821 for impairment of mortgage
servicing  rights  for  the  quarter  ended  September  30,  2002.


MERGERS AND ACQUISITIONS (DOLLARS IN THOUSANDS)


On  September  26, 2003, First Citizens Bank and Trust Company of South Carolina
("First  Citizens") completed its acquisition of four branches from an unrelated
financial  institution  with  total  deposits  of  $69,616.


SUBSEQUENT  EVENTS


On  October  29,  2003,  Bancorporation's  Board  of  Directors  declared a $.35
dividend on common stock to shareholders of record on November 14, 2003, payable
November  25,  2003.


                                     Page 8
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS OF OPERATIONS AND
FINANCIAL  CONDITION

                              RESULTS OF OPERATIONS


SUMMARY  (DOLLARS  IN  THOUSANDS)

Net  income  for  the  quarter  and nine months ended September 30, 2003 totaled
$10,236,  or  $11.24  per  common share and $30,496, or $33.41 per common share,
respectively.  Net  income  for  the quarter and nine months ended September 30,
2002  totaled  $9,369,  or  $10.19  per  common share and $30,391, or $32.92 per
common  share,  respectively.

The  primary  factor  affecting the increase in net income for the quarter ended
September  30,  2003  was  a  $4,232  or  32.93% increase in noninterest income,
partially  offset by an increase in noninterest expense of $2,358 or 7.30%.  See
detailed  discussion  of  components  under the "Noninterest income and expense"
section  below.

The  primary  factor  affecting  the  increase in net income for the nine months
ended  September 30, 2003 was a $9,300 or 25.90% increase in noninterest income,
partially  offset  by  a  $7,860  or  8.48% increase in noninterest expense. See
detailed  discussion  of  components  under the "Noninterest income and expense"
section  below.

Return  on  average  stockholders' equity and average assets are key measures of
earnings  performance.  Return  on average stockholders' equity for the quarters
ended  September  30,  2003  and  September  30,  2002  was  12.49%  and 12.57%,
respectively.  Return  on  assets  decreased  from  1.02%  for the quarter ended
September  30,  2002  to  0.97%  for  the  quarter  ended  September  30,  2003.

Return  on  average stockholders' equity for the nine months ended September 30,
2003  and  September  30,  2002  was 12.84% and 14.24%, respectively.  Return on
assets  decreased  from  1.11%  for  the nine months ended September 30, 2002 to
1.01%  for  the  nine  months  ended  September  30,  2003.

The  decrease  in  return on average assets for both the quarter and nine months
ended  September  30, 2003 was primarily due to a decline in net interest margin
to  average  assets.  See  detailed  discussion of net interest income under the
"Net  interest  income"  section  below.

Individual  components  of  net  income  are  discussed further in the following
sections.


                                     Page 9
<PAGE>
Table  1  provides  summary  information  on  selected  ratios,  average  and
year-to-date  balances.

<TABLE>
<CAPTION>
TABLE  1:  SELECTED  SUMMARY INFORMATION (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)  (UNAUDITED)

                                                          AS OF AND FOR THE         AS OF AND FOR THE
                                                            QUARTER ENDED           NINE MONTHS ENDED
                                                            SEPTEMBER 30,             SEPTEMBER 30
                                                       ------------------------  ------------------------
SELECTED RATIOS:                                          2003         2002         2003         2002
                                                       -----------  -----------  -----------  -----------
<S>                                                    <C>          <C>          <C>          <C>
Return on average assets                                     0.97%        1.02%        1.01%        1.11%
Return on average stockholders' equity                      12.49%       12.57%       12.84%       14.24%

Return on average common stockholders' equity               12.61%       12.70%       12.96%       14.40%
Yield on average interest-earning assets (tax
  equivalent)                                                3.98%        4.42%        4.01%        4.38%
Average loans to average deposits                           77.71%       75.27%       75.06%       73.54%
Nonperforming assets to total loans                           .34%         .30%         .34%         .30%
Allowance for loan losses to total loans                     1.77%        1.78%        1.77%        1.78%

Allowance for loan losses to nonperforming assets            N/A          N/A          5.28x        5.99x

Average stockholders' equity to average total assets         7.80%        8.10%        7.85%        7.79%

Total stockholders' equity to total assets                   7.81%        8.14%        7.81%        8.14%

Dividends paid per common share                        $     0.35   $     0.25   $     0.85   $     0.75

Total risk-based capital ratio                              11.91%       12.89%       11.91%       12.89%
Tier I risk-based capital ratio                             10.06%       11.63%       10.06%       11.63%
Tier I leverage ratio                                        7.18%        7.95%        7.18%        7.95%

SELECTED AVERAGE BALANCES:
Total assets                                           $4,167,228   $3,651,191   $4,047,712   $3,662,395
Interest-earning assets                                 3,821,169    3,354,754    3,715,408    3,363,513
Investment securities                                     916,595      946,242      925,213      933,552
Loans                                                   2,783,180    2,332,854    2,614,214    2,274,560
Deposits                                                3,581,548    3,099,334    3,482,619    3,092,917
Noninterest-bearing deposits                              655,396      550,451      621,533      531,898
Interest-bearing deposits                               2,926,152    2,548,883    2,861,086    2,561,019
Interest-bearing liabilities                            3,160,403    2,776,401    3,080,995    2,817,201
Stockholders' equity                                      325,128      295,755      317,638      285,429

SELECTED YEAR-TO-DATE BALANCES:
Total assets                                           $4,219,308   $3,639,295   $4,219,308   $3,639,295
Interest-earning assets                                 3,861,635    3,327,570    3,861,635    3,327,570
Investment securities                                     924,311      883,000      924,311      883,000
Loans                                                   2,849,352    2,369,770    2,849,352    2,369,770
Deposits                                                3,649,027    3,121,422    3,649,027    3,121,422
Noninterest-bearing deposits                              675,220      568,107      675,220      568,107
Interest-bearing deposits                               2,973,807    2,553,315    2,973,807    2,553,315
Interest-bearing liabilities                            3,194,207    2,750,301    3,194,207    2,750,301
Stockholders' equity                                      329,532      296,378      329,532      296,378
</TABLE>


                                    Page 10
<PAGE>
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 analyze
net  interest  income on a tax equivalent basis for the quarters and nine months
ended  September  30,  2003  and  2002.

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

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

                                                                 INTEREST           YIELD/       CHANGE DUE TO (2)
                                           AVERAGE BALANCE     INCOME/EXPENSE (1)    RATE              YIELD            NET
                                           ---------------     ------------------   ------       ----------------    INCREASE
                                           2003        2002      2003     2002    2003   2002    /RATE     VOLUME   (DECREASE)
                                        ----------  ----------  ------  -------   ----   ----   -------   -------   ----------
<S>                                     <C>         <C>         <C>      <C>      <C>    <C>    <C>       <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                               $2,783,180  $2,332,854  $43,649  $42,307  6.22%  7.19%  $(5,661)  $ 7,003   $    1,342
Investment securities:
  Taxable                                  904,668     934,594    5,805    9,362  2.55   3.97    (3,366)     (191)      (3,557)
  Non-taxable                               11,927      11,648      210      218  7.04   7.49       (13)        5           (8)
Federal funds sold                         121,394      75,658      299      326  0.98   1.71      (139)      112          (27)
                                        ----------  ----------  -------  -------  -----  -----  --------  --------  -----------

Total interest-earning assets            3,821,169   3,354,754   49,963   52,213  5.19   6.18    (9,179)    6,929       (2,250)
                                        ----------  ----------  -------  -------                --------  --------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks                    143,127     133,714
Premises and equipment                     125,908     105,191
Other, less allowance for loan losses       77,024      57,532
                                        ----------  ----------

Total noninterest-earning assets           346,059     296,437
                                        ----------  ----------

TOTAL ASSETS                            $4,167,228  $3,651,191
                                        ==========  ==========

INTEREST-BEARING LIABILITIES:
Deposits                                $2,926,152  $2,548,883  $ 9,865  $13,110  1.34%  2.04%  $(4,509)  $ 1,264   $   (3,245)
Securities sold under
 agreements to repurchase                  161,894     176,555      338      714  0.83   1.60      (346)      (30)        (376)
Long-term debt                              72,357      50,963    1,460    1,050  8.07   8.24       (22)      432          410
                                        ----------  ----------  -------  -------  -----  -----  --------  --------  -----------

Total interest-bearing liabilities       3,160,403   2,776,401   11,663   14,874  1.47   2.13    (4,877)    1,666       (3,211)
                                        ----------  ----------  -------  -------  -----  -----  --------  --------  -----------

NONINTEREST-BEARING LIABILITIES:
Demand deposits                            655,396     550,451
Other liabilities                           26,301      28,584
                                        ----------  ----------


Total noninterest-bearing liabilities      681,697     579,035
                                        ----------  ----------


TOTAL LIABILITIES                        3,842,100   3,355,436
                                        ----------  ----------

Stockholders' equity                       325,128     295,755
                                        ----------  ----------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                  $4,167,228  $3,651,191
                                        ==========  ==========

NET INTEREST SPREAD                                                               3.72%  4.05%
                                                                                  =====  =====
NET INTEREST MARGIN:                                            $38,300  $37,339                $(4,302)  $ 5,263   $      961
                                                                =======  =======                ========  ========  ===========
  TO AVERAGE ASSETS                                                               3.65%  4.06%
                                                                                  =====  =====
  TO AVERAGE INTEREST-EARNING
    ASSETS                                                                        3.98%  4.42%
                                                                                  =====  =====
<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 11
<PAGE>
<TABLE>
<CAPTION>
TABLE 3: COMPARATIVE AVERAGE BALANCE SHEETS AND TAXABLE EQUIVALENT RATE/VOLUME VARIANCES (DOLLARS IN THOUSANDS)

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

                                                                   INTEREST           YIELD/      CHANGE DUE TO (2)
                                           AVERAGE BALANCE      INCOME/EXPENSE (1)     RATE            YIELD               NET
                                           ---------------     ------------------      ----       -----------------     INCREASE
                                           2003        2002       2003      2002    2003   2002     /RATE     VOLUME   (DECREASE)
                                        ----------  ----------  --------  --------  -----  -----  ---------  --------  -----------
<S>                                     <C>         <C>         <C>       <C>       <C>    <C>    <C>        <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                               $2,614,214  $2,274,560  $127,528  $126,362  6.52%  7.43%  $(15,443)  $16,609   $    1,166
Investment securities:
  Taxable                                  912,744     921,047    19,472    29,289  2.85   4.25     (9,640)     (177)      (9,817)
  Non-taxable                               12,469      12,505       633       703  6.77   7.50        (68)       (2)         (70)
Federal funds sold                         175,981     155,401     1,510     1,993  1.15   1.71       (661)      178         (483)
                                        ----------  ----------  --------  --------  -----  -----  ---------  --------  -----------

Total interest-earning assets            3,715,408   3,363,513   149,143   158,347  5.37   6.29    (25,812)   16,608       (9,204)
                                        ----------  ----------  --------  --------                ---------  --------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks                    142,216     139,060
Premises and equipment                     118,534     102,290
Other, less allowance for loan losses       71,554      57,532
                                        ----------  ----------

Total noninterest-earning assets           332,304     298,882
                                        ----------  ----------

TOTAL ASSETS                            $4,047,712  $3,662,395
                                        ==========  ==========

INTEREST-BEARING LIABILITIES:
Deposits                                $2,861,086  $2,561,019  $ 32,703  $ 42,490  1.53%  2.22%  $(13,230)  $ 3,443   $   (9,787)
Securities sold under
 agreements to repurchase                  153,890     205,219     1,070     2,399  0.93   1.56       (971)     (358)      (1,329)
Long-term debt                              66,019      50,963     3,992     3,149  8.06   8.24        (67)      910          843
                                        ----------  ----------  --------  --------  -----  -----  ---------  --------  -----------


Total interest-bearing liabilities       3,080,995   2,817,201    37,765    48,038  1.64   2.28    (14,268)    3,995      (10,273)
                                        ----------  ----------  --------  --------  -----  -----  ---------  --------  -----------

NONINTEREST-BEARING LIABILITIES:
Demand deposits                            621,533     531,898
Other liabilities                           27,546      27,867
                                        ----------  ----------


Total noninterest-bearing liabilities      649,079     559,765
                                        ----------  ----------


TOTAL LIABILITIES                        3,730,074   3,376,966
                                        ----------  ----------

Stockholders' equity                       317,638     285,429
                                        ----------  ----------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                  $4,047,712  $3,662,395
                                        ==========  ==========

NET INTEREST SPREAD                                                                 3.73%  4.01%
                                                                                    =====  =====
NET INTEREST MARGIN:                                            $111,378  $110,309                $(11,544)  $12,613   $    1,069
                                                                ========  ========                =========  ========  ===========
  TO AVERAGE ASSETS                                                                 3.68%  4.03%
                                                                                    =====  =====
  TO AVERAGE INTEREST-EARNING
    ASSETS                                                                          4.01%  4.38%
                                                                                    =====  =====
<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 12
<PAGE>
NET  INTEREST  INCOME  (CONTINUED)

CURRENT  QUARTER  COMPARED  TO  PRIOR  YEAR  QUARTER
----------------------------------------------------

Net  interest  income  on a tax equivalent basis increased $961 or 2.57% for the
quarter  ended  September  30,  2003,  over  the comparable period in 2002.  Net
interest  margin  to  average  assets decreased from 4.06% for the quarter ended
September  30,  2002 to 3.65% for the quarter ended September 30, 2003.  This is
primarily  attributable  to a 44 basis point decrease in the net interest margin
to  average  interest-earning  assets.

Net  interest margin to average interest-earning assets decreased from 4.42% for
the  quarter  ended  September 30, 2002 to 3.98% for the quarter ended September
30,  2003.  This  was  primarily  attributable to a decrease in the net interest
spread  from  4.05%  for  the  quarter ended September 30, 2002 to 3.72% for the
quarter  ended  September 30, 2003.  The decrease in the net interest spread was
due  to  yields  on  interest-earning  assets  declining  more  than the cost of
interest-bearing  liabilities.  The  yield  on interest-earning assets decreased
from  6.18%  for  the  quarter ended September 30, 2002 to 5.19% for the quarter
ended  September  30,  2003,  or  by  99  basis  points,  while  the  cost  of
interest-bearing  liabilities  decreased  from  2.13%  to  1.47%, or by 66 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 primarily due to
decreases  in  the  rates  paid on interest-bearing deposits and securities sold
under  agreements  to  repurchase.  The  decrease  in yields on interest-earning
assets  has  occurred as rates have declined significantly on new loans added to
replace  those  that  were  refinanced  or prepaid, and on investments that have
matured  or  have  been  called.  The decrease in rates paid on interest-bearing
deposits  is  primarily  due  to a decline in rates paid on new and matured time
deposits.

CURRENT  YEAR-TO-DATE  PERIOD  COMPARED  TO  PRIOR  YEAR-TO-DATE  PERIOD
------------------------------------------------------------------------

Net  interest  income on a tax equivalent basis increased $1,069 or .97% for the
nine  months  ended September 30, 2003, over the comparable period in 2002.  Net
interest margin to average assets decreased from 4.03% for the nine months ended
September  30, 2002 to 3.68% for the nine months ended September 30, 2003.  This
is  primarily  attributable  to  a  37  basis point decrease in the net interest
margin  to  average  interest-earning  assets.

Net  interest margin to average interest-earning assets decreased from 4.38% for
the  nine  months  ended  September  30, 2002 to 4.01% for the nine months ended
September  30,  2003.  This  was primarily attributable to a decrease in the net
interest spread from 4.01% for the nine months ended September 30, 2002 to 3.73%
for  the nine months ended September 30, 2003.  The decrease in the net interest
spread was due to yields on interest-earning assets declining more than the cost
of interest-bearing liabilities.  The yield on interest-earning assets decreased
from  6.29%  for  the nine months ended September 30, 2002 to 5.37% for the nine
months  ended  September  30,  2003,  or  by  92 basis points, while the cost of
interest-bearing  liabilities  decreased  from  2.28%  to  1.64%, or by 64 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 primarily due to
decreases  in  the  rates  paid on interest-bearing deposits and securities sold
under  agreements  to  repurchase.  The  decrease  in yields on interest-earning
assets  has  occurred  as  rates  have  declined  significantly on new loans and
investments  added  to  replace  those  that  were refinanced or prepaid, and on
investments  that  have matured or have been called.  The decrease in rates paid
on  interest-bearing deposits is primarily due to a decline in rates paid on new
and  matured  time  deposits.


NONINTEREST  INCOME  AND  EXPENSE  (DOLLARS  IN  THOUSANDS)

CURRENT  QUARTER  COMPARED  TO  PRIOR  YEAR  QUARTER
----------------------------------------------------

Noninterest income increased by $4,232 or 32.93% for the quarter ended September
30,  2003,  over  the  comparable  period  in 2002 primarily due to increases in
service charges on deposits and mortgage income. The increase in service charges
on  deposits  was  primarily  due to an increase in non-sufficient funds ("NSF")
fees over the comparable period in 2002, which account for $769 of the increase.
Mortgage  income  increased  by  $3,431,  or  580.54%, due to  $1,133 and $2,298
increases  in  the  gain  on  sale  of  mortgage  loans  and  servicing  income,
respectively.  Servicing  income increased primarily due to the $1,546 recapture
during  the  quarter  ended  September  30,  2003  of  mortgage servicing rights
impairment  discussed under the caption "Goodwill and other intangibles" section
in  Item  1  above,  compared to an $821 impairment charge for the quarter ended
September  30,  2002.  The  recapture  of  mortgage  servicing rights impairment
recorded in the current quarter was the result of increased mortgage rates since
the  second  quarter  2003.


                                    Page 13
<PAGE>
Noninterest  expense  increased  by  $2,358,  or  7.30%,  for  the quarter ended
September 30, 2003 over the comparable period in 2002 primarily due to increases
in  salaries  and  employee  benefits, net occupancy expense and data processing
expense.  Salaries and employee benefits increased by $736, or 4.39%, during the
quarter  primarily  due  to  an  increase  in  the number of employees and merit
increases.  New  employees  have  been  added  due to acquisitions and continued
expansion  of  lines  of  business.  Net occupancy expense increased by $516, or
22.43%.  The increase was due to $530 additional depreciation expense related to
branches  purchased  after  September  30,  2002  and  on-going  growth.  Data
processing  expense  increased  by $346, or 13.38%, during the quarter primarily
due  to  increased  transaction  volume  related  to  on-going  growth  of
Bancorporation.

CURRENT  YEAR-TO-DATE  PERIOD  COMPARED  TO  PRIOR  YEAR-TO-DATE  PERIOD
------------------------------------------------------------------------

Noninterest  income  increased  by  $9,300  or  25.90% for the nine months ended
September  30,  2003,  over  the  comparable  period  in  2002  primarily due to
increases  in  service  charges on deposits and mortgage income. The increase in
service  charges  on  deposits was primarily due to an increase in NSF fees over
the  comparable  period  in  2002,  which  accounted for $2,116 of the increase.
Mortgage  income  increased  by  $4,950,  or  255.29%,  due to a $4,221 and $729
increase  in  the  gain  on  sale  of  mortgage  loans  and  servicing  income,
respectively.  See  discussion  of  mortgage  servicing  rights  in the previous
section.


Noninterest  expense  increased  by  $7,860, or 8.48%, for the nine months ended
September 30, 2003 over the comparable period in 2002 primarily due to increases
in  salaries  and  employee  benefits, net occupancy expense and data processing
expense.  Salaries  and employee benefits increased by $4,987, or 10.64%, during
the  nine  months  ended  September 30, 2003 primarily due to an increase in the
number  of  employees and merit increases.  New employees have been added due to
acquisitions  and  continued  expansion  of  lines  of  business.  Net occupancy
expense  increased  by  $1,383,  or  20.68%.  The  increase  was  due  to $1,313
additional  depreciation  expense  related to branches purchased after September
30, 2002 and on-going growth. Data processing expense increased $852, or 11.00%,
during  the  nine  months  ended  primarily  due to increased transaction volume
related  to  on-going  growth  realized  by  Bancorporation.


INCOME  TAXES  (DOLLARS  IN  THOUSANDS)

Total  income  tax  expense  increased by $1,086 or 23.01% for the quarter ended
September  30, 2003 over the comparable period in 2002. Total income tax expense
increased  by $1,696 or 11.08% for the nine months ended September 30, 2003 over
the  comparable  period  in 2002.   The effective tax rate was 36.19% and 33.50%
for  the quarters ended September 30, 2003 and September 30, 2002, respectively.
The effective tax rate was 35.80% and 33.50% for the nine months ended September
30,  2003  and  September  30,  2002,  respectively.


                                    Page 14
<PAGE>
                               FINANCIAL CONDITION

INVESTMENT  SECURITIES  (DOLLARS  IN  THOUSANDS)

As of September 30, 2003, the investment portfolio totaled $924,311, compared to
$883,000 at September 30, 2002.  Bancorporation continues to invest primarily in
short-term U.S. government obligations and agency securities to minimize credit,
interest rate and liquidity risks.  The investment portfolio consisted of 92.58%
and  94.16%  U.S.  government and agency securities as of September 30, 2003 and
September  30,  2002,  respectively.  The  remainder of the investment portfolio
consists  of  municipal  bonds,  corporate  bonds,  and  equity  securities.

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

As  of  September  30, 2003, loans totaled $2,849,352, compared to $2,369,770 at
September  30,  2002,  an  increase  of  $479,582,  or 20.24%.  Of the increase,
$183,783  was  due  to  the acquisition of First Banks, Inc. ("FBI") on April 1,
2003.  The  remainder  was  due to internal loan growth.  The composition of the
loan portfolio has not shifted significantly since September 30, 2002.  Internal
loan  growth  was funded primarily through core deposits and short-term borrowed
funds.

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 quarter and nine months ended September 30,
2003 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,
2003  and  2002 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:          2003      2002      2003      2002
                                  --------  --------  --------  --------
<S>                               <C>       <C>       <C>       <C>
Balance at beginning of period    $48,120   $40,740   $43,305   $40,259
Addition related to acquisitions       --        --     3,776        --
Provision for loan losses           4,436     3,518     7,799     6,979
                                  --------  --------  --------  --------
Charge-offs                        (2,532)   (2,322)   (5,789)   (6,121)
Recoveries                            443       349     1,376     1,168
                                  --------  --------  --------  --------
Net charge-offs                    (2,089)   (1,973)   (4,413)   (4,953)
                                  --------  --------  --------  --------
Balance at end of period          $50,467   $42,285   $50,467   $42,285
                                  --------  --------  --------  --------

Nonperforming assets              $ 9,564   $ 7,062   $ 9,564   $ 7,062

Annualized net charge-offs to:
Average loans                         .30%      .34%      .23%      .29%
Loans at end of period                .29%      .33%      .21%      .28%
Allowance for loan losses           16.56%    18.66%    11.66%    15.62%
</TABLE>

FUNDING  SOURCES  (DOLLARS  IN  THOUSANDS)

Bancorporation's  primary  source  of funds is its deposit base.  Total deposits
increased  $527,605  or by 16.90% from September 30, 2002 to September 30, 2003.
Of  the  increase,  $208,969 was due to the acquisition of FBI on April 1, 2003.
The  remainder  was  due  to  internal  deposit  growth.  Average  deposits were
$3,482,619  and  $3,092,917  at  September  30,  2003  and  September  30, 2002,
respectively.

Short-term  borrowings  in  the  form  of  securities  sold  under agreements to
repurchase  are another source of funds.  Short-term borrowings increased $2,020
or  by  1.38% from September 30, 2002 to September 30, 2003.  Average short-term
borrowings  were  $153,890  and $205,219 at September 30, 2003 and September 30,
2002,  respectively.


                                    Page 15
<PAGE>
CAPITAL  RESOURCES  (DOLLARS  IN  THOUSANDS)

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 weighted
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  capital  to risk weighted assets ratio of 6
percent, a total capital to risk weighted assets ratio of 10 percent, and a Tier
I  capital  to  average  assets  leverage  ratio  of  5  percent  are considered
well-capitalized  by  regulatory  standards.  The  following  table  details
Bancorporation's  capital  ratios  at  September  30,  2003  and  2002.

<TABLE>
<CAPTION>
                                        SEPTEMBER 30,
                                        --------------
CAPITAL RATIOS                           2003    2002
                                        ------  ------
<S>                                     <C>     <C>
Tier I capital to average assets ratio   7.18%   7.95%
Total capital to risk weighted assets   11.91%  12.89%
    Tier I                              10.06%  11.63%
    Tier II                              1.85%   1.26%
</TABLE>

The Board of Directors each year authorizes management to repurchase outstanding
shares  of  its  capital  stock.  Purchases  are  subject to various conditions,
including price and volume limitations (including, in the case of repurchases of
Bancorporation's voting common stock, an annual limit of up to 5% of outstanding
shares), and compliance with applicable South Carolina law.  Pursuant to similar
authority  during  the  nine  months  ended  September  30,  2003  and  2002,
Bancorporation  repurchased  an  aggregate  of  5,348  and  13,626  shares,
respectively,  of its outstanding voting common stock, for an aggregate price of
$2,146  and  $4,790,  respectively.  With  respect  to  other  classes  of
Bancorporation's  capital  stock,  aggregate  repurchases during the nine months
ended  September  30,  2003 and 2002 totaled 1,242 and 670 shares, respectively,
for  an  aggregate  price  of  $41 and $31, respectively.  Repurchases of shares
during  both  periods  had  an  immaterial  impact  on Bancorporation's capital.

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,  2002.


ITEM  4.  CONTROLS  AND  PROCEDURES

(a)   Evaluation  of  Disclosure  Controls  and  Procedures

      Bancorporation's  Chief  Executive  Officer  and  Chief Financial Officer,
      after  evaluating  the  effectiveness  of  Bancorporation's  "disclosure
      controls  and  procedures"  (as  defined in the Securities Exchange Act of
      1934 rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by
      this  quarterly  report,  have  concluded that Bancorporation's disclosure
      controls  and  procedures  were  effective  as  of the end of that period.

(b)   Changes  in  Internal  Control  Over  Financial  Reporting

      There  were no changes in Bancorporation's internal control over financial
      reporting  that  occurred  during  our most recent fiscal quarter that has
      materially  affected,  or  is  reasonably  likely  to  materially  affect,
      Bancorporation's  internal  control  over  financial  reporting.


                                    Page 16
<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

Not  Applicable.

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:

            11    Statement re computation of per share earnings (filed
                  herewith).
            31.1  Certification  of  Chief  Executive  Officer  required by Rule
                  13a-14(a)  (filed  herewith)
            31.2  Certification  of  Chief  Financial  Officer  required by Rule
                  13a-14(a)  (filed  herewith)
            32    Certification  (Pursuant  to  18  U.S.C.  Section 1350) (filed
                  herewith)


      (b)   The following Form 8-K's were filed or furnished during the quarter
            ended September 30, 2003.

            Form  8-K furnished on August 1, 2003, reporting that Bancorporation
            had  announced  its  results  of  operations for the quarter and six
            months  ended  June  30,  2003.


                                    Page 17
<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, 2003
                                               By:  /s/  Craig L. Nix
                                                    -----------------
                                                    Craig L. Nix
                                                    Chief Financial Officer


                                    Page 18
<PAGE>
                                  EXHIBIT INDEX


      11    Statement  of  Re  Computation  of  Net  Income  per  Share
      31.1  Certification  of Chief Executive Officer required by Rule 13a-14(a)
            (filed  herewith)
      31.2  Certification  of Chief Financial Officer required by Rule 13a-14(a)
            (filed  herewith)
      32    Certification  (Pursuant  to  18  U.S.C.  Section  1350)


<PAGE>