FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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



For the quarter ended June 30, 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 July 31, 2003
                -----                     ----------------------------

VOTING COMMON STOCK, $5.00 PAR VALUE                    871,392 SHARES
NON-VOTING COMMON STOCK, $5.00 PAR VALUE                 36,409 SHARES


<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION


ITEM 1: FINANCIAL STATEMENTS

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

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


                                                                            JUNE 30,     DECEMBER 31,    JUNE 30,
                                                                              2003           2002          2002
                                                                           -----------  --------------  -----------
<S>                                                                        <C>          <C>             <C>
ASSETS
Cash and due from banks                                                    $  168,065   $     165,747   $  156,351
Federal funds sold                                                            152,215         121,626      138,000
                                                                           -----------  --------------  -----------
Total cash and cash equivalents                                               320,280         287,373      294,351
                                                                           -----------  --------------  -----------
Investment securities:
  Held-to-maturity, at amortized cost (fair value June 30, 2003-$28,441;
    December 31, 2002-$35,268; and June 30, 2002-$22,677)                      27,785          34,543       22,153
  Available-for-sale, at fair value                                           895,145         881,327      932,432
                                                                           -----------  --------------  -----------
Total investment securities                                                   922,930         915,870      954,585
                                                                           -----------  --------------  -----------

Gross loans                                                                 2,704,690       2,415,396    2,287,125
  Less: Allowance for loan losses                                             (48,120)        (43,305)     (40,740)
                                                                           -----------  --------------  -----------
Net loans                                                                   2,656,570       2,372,091    2,246,385
                                                                           -----------  --------------  -----------
Premises and equipment                                                        119,954         110,472      104,207
Interest receivable                                                            16,947          17,696       21,520
Intangible assets                                                              65,825          45,478       44,809
Other assets                                                                   44,337          38,896       33,303
                                                                           -----------  --------------  -----------
     TOTAL ASSETS                                                          $4,146,843   $   3,787,876   $3,699,160
                                                                           ===========  ==============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits:
  Demand                                                                   $  660,173   $     575,632   $  564,082
  Time and savings                                                          2,913,502       2,700,376    2,555,754
                                                                           -----------  --------------  -----------
Total deposits                                                              3,573,675       3,276,008    3,119,836

Securities sold under agreements to repurchase                                151,570         130,360      211,312
Long-term debt                                                                 72,357          52,139       50,963
Other liabilities                                                              28,414          25,785       26,081
                                                                           -----------  --------------  -----------
     TOTAL LIABILITIES                                                      3,826,016       3,484,292    3,408,192
                                                                           -----------  --------------  -----------

     Commitments and contingencies                                                 --              --           --

STOCKHOLDERS' EQUITY:
  Preferred stock                                                               3,111           3,173        3,176
  Non-voting common stock - $5.00 par value, authorized
    1,000,000; issued and outstanding June 30, 2003,
    December 31, 2002 and June 30, 2002 - 36,409                                  182             182          182
  Voting common stock - $5.00 par value, authorized 2,000,000;
    issued and outstanding June 30, 2003 - 871,392;
    December 31, 2002 - 874,835; and June 30, 2002 - 884,040                    4,357           4,374        4,420
  Surplus                                                                      65,081          65,081       65,081
  Undivided profits                                                           229,706         211,264      197,286
  Accumulated other comprehensive income, net of taxes                         18,390          19,510       20,823
                                                                           -----------  --------------  -----------
     TOTAL STOCKHOLDERS' EQUITY                                               320,827         303,584      290,968
                                                                           -----------  --------------  -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $4,146,843   $   3,787,876   $3,699,160
                                                                           ===========  ==============  ===========
</TABLE>

           SEE ACCOMPANYING NOTES TO THESE 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      SIX MONTHS ENDED
                                                       JUNE 30,            JUNE 30,
                                                  ------------------  ------------------
                                                    2003      2002      2003      2002
                                                  --------  --------  --------  --------
<S>                                               <C>       <C>       <C>       <C>
INTEREST INCOME:
  Interest and fees on loans                      $ 43,345  $ 41,659  $ 83,509  $ 83,631
  Interest on investment securities:
    Taxable                                          6,674     9,893    13,662    19,926
    Non-taxable                                        133       151       275       315
  Federal funds sold                                   593       868     1,219     1,668
                                                  --------  --------  --------  --------
Total interest income                               50,745    52,571    98,665   105,540
                                                  --------  --------  --------  --------
INTEREST EXPENSE:
  Interest on deposits                              11,648    14,014    22,842    29,380
  Interest on short-term borrowings                    372       865       733     1,685
  Interest on long-term debt                         1,452     1,050     2,532     2,099
                                                  --------  --------  --------  --------
Total interest expense                              13,472    15,929    26,107    33,164
                                                  --------  --------  --------  --------

Net interest income                                 37,273    36,642    72,558    72,376
Provision for loan losses                            2,425     2,571     3,363     3,461
                                                  --------  --------  --------  --------
Net interest income after
  provision for loan losses                         34,848    34,071    69,195    68,915
                                                  --------  --------  --------  --------

NONINTEREST INCOME:
  Service charges on deposits                        9,084     7,650    17,025    14,676
  Commissions and fees from fiduciary activities       846       802     1,657     1,652
  Fees for other customer services                     380       338       756       738
  Mortgage income                                    1,257       454     2,866     1,347
  Bankcard discount and fees                         1,584     1,469     2,997     2,729
  Insurance premiums                                   976       733     1,501     1,032
  Gain on sale of investment securities                720         -       720         -
  Other                                                540       657     1,071     1,128
                                                  --------  --------  --------  --------
Total noninterest income                            15,387    12,103    28,593    23,302
                                                  --------  --------  --------  --------
NONINTEREST EXPENSE:
  Salaries and employee benefits                    17,628    15,884    34,388    30,138
  Net occupancy expense                              2,648     2,299     5,255     4,385
  Furniture and equipment expense                    1,665     1,442     3,245     2,860
  Bankcard processing fees                           1,673     1,512     3,183     2,881
  Data processing fees                               2,945     2,619     5,666     5,159
  Professional services                                298       294       610       798
  Amortization expense                               1,849     2,106     3,675     4,285
  Other                                              5,541     5,201    10,307    10,099
                                                  --------  --------  --------  --------
Total noninterest expense                           34,247    31,357    66,329    60,605
                                                  --------  --------  --------  --------
Income before income tax expense                    15,988    14,817    31,459    31,612
Income tax expense                                   5,691     4,964    11,199    10,590
                                                  --------  --------  --------  --------
NET INCOME                                        $ 10,297  $  9,853  $ 20,260  $ 21,022
                                                  ========  ========  ========  ========

NET INCOME PER COMMON SHARE -
   BASIC AND DILUTED                              $  11.28  $  10.66  $  22.19  $  22.73
WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING-BASIC AND DILUTED            908,855   920,449   909,224   921,226
</TABLE>

       SEE ACCOMPANYING NOTES TO THESE 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                                                                   21,022                       21,022
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     taxes of $656                                                                               1,219       1,219
                                                                                                         ----------
Total comprehensive income                                                                                  22,241
                                                                                                         ----------
Reacquired preferred stock              (25)                                        8                          (17)
Reacquired voting common stock                             (28)                (1,613)                      (1,641)
Common stock dividends                                                           (448)                        (448)
Preferred stock dividends                                                         (82)                         (82)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at June 30, 2002              3,176       182    4,420     65,081     197,286           20,823     290,968
Comprehensive income:
  Net income                                                                   18,026                       18,026
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     benefit of $707                                                                            (1,313)     (1,313)
                                                                                                         ----------
Total comprehensive income                                                                                  16,713
                                                                                                         ----------
Reacquired preferred stock               (3)                                      (11)                         (14)
Reacquired voting common stock                             (46)                (3,505)                      (3,551)
Common stock dividends                                                           (449)                        (449)
Preferred stock dividends                                                         (83)                         (83)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at December 31, 2002          3,173       182    4,374     65,081     211,264           19,510     303,584
Comprehensive income:
  Net income                                                                   20,260                       20,260
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     benefit of $603                                                                            (1,120)     (1,120)
                                                                                                         ----------
Total comprehensive income                                                                                  19,140
                                                                                                         ----------
Reacquired preferred stock              (62)                                       21                          (41)
Reacquired voting common stock                             (17)                (1,320)                      (1,337)
Common stock dividends                                                           (437)                        (437)
Preferred stock dividends                                                         (82)                         (82)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at June 30, 2003         $    3,111   $   182  $ 4,357   $ 65,081  $  229,706   $       18,390   $ 320,827
                                 ===========  =======  ========  ========  ===========  ===============  ==========
</TABLE>

       SEE ACCOMPANYING NOTES TO THESE 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
                                                                                       SIX MONTHS ENDED
                                                                                          JUNE 30,
                                                                                    ----------------------
                                                                                      2003        2002
                                                                                    ----------  ----------
<S>                                                                                 <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                        $  20,260   $  21,022
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Provision for loan losses                                                           3,363       3,461
    Depreciation and amortization                                                      10,909       8,838
    Net (amortization of premium)/accretion of discount on
      investment securities                                                              (355)        362
    Deferred income tax benefit                                                        (1,942)       (554)
    (Gain) loss on sale of premises and equipment                                        (146)         53
    Decrease (increase) in accrued interest receivable                                    749      (1,509)
    Increase (decrease) in accrued interest payable                                     1,533        (791)
    Origination of mortgage loans held-for-resale                                    (221,262)   (130,220)
    Proceeds from sales of mortgage loans held-for-resale                             217,184     166,408
    Gain on sales of mortgage loans held-for-resale                                    (3,848)       (761)
    Gain on sale of investment securities                                                (720)          -
    Decrease (increase) in other assets                                                 3,956      (5,213)
    (Decrease) increase in other liabilities                                             (561)      3,047
                                                                                    ----------  ----------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                            29,120      64,143
                                                                                    ==========  ==========

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net increase in loans                                                             (93,069)    (61,945)
    Calls, maturities and prepayments of investment securities, held-to-maturity       15,882       3,041
    Purchases of investment securities, held-to-maturity                               (4,520)     (2,247)
    Calls, maturities and prepayments of investment securities, available-for-sale    247,248     204,882
    Purchases of investment securities, available-for-sale                           (248,103)   (259,035)
    Proceeds from sales of premises and equipment                                          83          90
    Purchases of premises and equipment                                               (11,020)    (10,565)
    (Increase) decrease in other real estate owned                                       (467)        132
    Increase in intangible assets                                                      (2,154)        (26)
    Purchase of institution, net of cash acquired                                      (9,223)          -
                                                                                    ----------  ----------
      NET CASH USED IN INVESTING ACTIVITIES                                          (105,343)   (125,673)
                                                                                    ==========  ==========

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in deposits                                                           89,817     104,882
    Increase (decrease) in  securities sold under agreements
      to repurchase                                                                    21,210      (2,711)
    Cash dividends paid                                                                  (519)       (530)
    Cash paid to reacquire preferred stock                                                (41)        (17)
    Cash paid to reacquire common stock                                                (1,337)     (1,641)
                                                                                    ----------  ----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                                       109,130      99,983
                                                                                    ==========  ==========

NET INCREASE IN CASH AND CASH EQUIVALENTS                                              32,907      38,453
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      287,373     255,898
                                                                                    ----------  ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $ 320,280   $ 294,351
                                                                                    ==========  ==========
</TABLE>


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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A  summary  of  the  significant  accounting  policies  of  First  Citizens
Bancorporation of South Carolina, Inc. ("Bancorporation") is set forth in Note 1
to  the  Consolidated  Financial Statements in Bancorporation's Annual Report on
Form 10-K for 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.

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.


                                     Page 6
<PAGE>
GOODWILL AND OTHER INTANGIBLES (DOLLARS IN THOUSANDS)

In  accordance  with  SFAS No.142, no goodwill amortization was recorded for the
quarter  ended  June  30,  2003.  At June 30, 2003, the total carrying amount of
intangible  assets not subject to amortization was $28,735.  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
                                         JUNE 30,    DECEMBER 31,    JUNE 30,
                                           2003          2002          2002
                                        ----------  --------------  ----------
<S>                                     <C>         <C>             <C>
CORE DEPOSIT INTANGIBLES:

Gross carrying value                    $ 106,620   $     105,669   $ 102,387
Accumulated amortization                  (73,710)        (70,034)    (66,215)
                                        ----------  --------------  ----------
    Balance at end of period            $  32,910   $      35,635   $  36,172
                                        ==========  ==============  ==========
</TABLE>


Amortization  expense  on core deposit intangibles was $3,675 and $4,285 for the
six  months ended June 30, 2003 and 2002, respectively.  Amortization expense on
core  deposit  intangibles was $1,849 and $2,106 for the quarters ended June 30,
2003  and  2002,  respectively.

Bancorporation projects the following aggregate amortization expense:

                  2003          $7,366
                  2004          $6,963
                  2005          $5,509
                  2006          $3,945
                  2007          $3,129

Mortgage  servicing  rights  as of June 30, 2003, December 31, 2002 and June 30,
2002  were  $4,180,  $5,365, and $5,420, respectively.  The amortization expense
related to mortgage servicing rights, included as a reduction of mortgage income
in the Consolidated Statements of Income, was $2,666 and $841 for the six months
ended  June  30,  2003  and  2002,  respectively.  Amortization expense includes
$1,801  and  $373 for impairment of mortgage servicing rights for the six months
ended  June 30, 2003 and 2002, respectively. The amortization expense related to
mortgage  servicing  rights,  included  as a reduction of mortgage income in the
Consolidated  Statements  of  Income, was $1,836 and $633 for the quarters ended
June 30, 2003 and 2002, respectively.   Amortization expense includes $1,372 and
$373 for impairment of mortgage servicing rights for the quarters ended June 30,
2003  and  2002,  respectively.

MERGERS AND ACQUISITIONS (DOLLARS IN THOUSANDS)


Effective April 1, 2003, First Citizens Bank and Trust Company of South Carolina
("First  Citizens")  acquired  First  Banks,  Inc.,  a  two-bank holding company
headquartered in Carnesville, Georgia, which is the parent company of First Bank
and  Trust  and  The  Bank of Toccoa (collectively "FBI").  The results of FBI's
operations  have  been  included  in the consolidated financial statements since
that date.  The purpose of the acquisition was to expand First Citizens' banking
presence in Georgia.  The total cost of the acquisition, recorded as a purchase,
was  $59,110.  The  breakdown  of  the  purchase  price  is  as  follows:

    Cash                                                           $38,892
    5 year First Citizens subordinated notes @ 7.50%                11,390
    7 year First Citizens subordinated notes @ 7.75%                 3,208
    10 year First Citizens subordinated notes @ 8.00%                5,620
                                                                   -------
                                                                   $59,110
                                                                   =======

Goodwill  and other intangibles recorded in connection with this acquisition was
$24,534,  of  which  $23,689  is  not  subject  to  amortization.

On  June 30, 2003, First Citizens entered into a definitive agreement to acquire
four  branches  from  an  unrelated  financial  institution with estimated total
deposits  of  $71,300.  The  acquisition  is expected to be completed during the
third  or  fourth  quarter  of  2003  pending  regulatory  approvals.


                                     Page 7
<PAGE>
SUBSEQUENT EVENTS

On  July  30, 2003, Bancorporation's Board of Directors declared a $.35 dividend
on common stock to shareholders of record on August 15, 2003, payable August 25,
2003.


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 six months ended June 30, 2003 totaled $10,297,
or  $11.28  per  common  share  and  $20,260,  or  $22.19  per  common  share,
respectively.  Net  income  for  the  quarter and six months ended June 30, 2002
totaled  $9,853,  or  $10.66  per common share and $21,022, or $22.73 per common
share,  respectively.

The  primary  factors affecting the increase in net income for the quarter ended
June  30, 2003 was a $3,284 or 27.13% increase in noninterest income, and a $631
or  1.72%  increase  in  net  interest  income.   These  favorable  changes were
partially  offset  by  a  $2,890  or 9.22% increase in noninterest expense.  See
detailed  discussion  of components under "Net interest income" and "Noninterest
income  and  expense"  below.

The primary factor affecting the decrease in net income for the six months ended
June  30,  2003  was  a  $5,724  or 9.44% increase in noninterest expense.  This
unfavorable  change  was  partially  offset  by  a  $5,291 or 22.71% increase in
noninterest  income.

Return  on  average  stockholders' equity and average assets are key measures of
earnings  performance.  Return  on average stockholders' equity for the quarters
ended  June  30,  2003  and  June  30, 2002 was 12.99% and 13.90%, respectively.
Return  on  assets  decreased  from 1.07% for the quarter ended June 30, 2002 to
1.00%  for  the  quarter  ended  June  30,  2003.

Return  on  average  stockholders' equity for the six months ended June 30, 2003
and  June  30,  2002  was  13.02%  and  15.13%,  respectively.  Return on assets
decreased from 1.16% for the six months ended June 30, 2002 to 1.02% for the six
months  ended  June  30,  2003.

The  decrease  in  return  on average assets for both the quarter and six months
ended  June  30,  2003  was primarily due to a decline in net interest margin to
average  assets.

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


                                     Page 8
<PAGE>
Table  1  provides  summary  information  on  selected  ratios,  average  and
year-to-date  balances.


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


<TABLE>
<CAPTION>
                                                        AS OF AND FOR THE         AS OF AND FOR THE
                                                          QUARTER ENDED           SIX MONTHS ENDED
                                                             JUNE 30,                  JUNE 30,
                                                    ------------------------  ------------------------
SELECTED RATIOS:                                        2003         2002         2003         2002
                                                    -----------  -----------  -----------  -----------
<S>                                                 <C>          <C>          <C>          <C>
Return on average assets                                  1.00%        1.07%        1.02%        1.16%
Return on average stockholders' equity                   12.99%       13.90%       13.02%       15.13%

Return on average common stockholders' equity            13.12%       14.06%       13.15%       15.30%
Yield on average interest-earning assets (tax
  equivalent)                                             3.97%        4.36%        4.02%        4.37%
Average loans to average deposits                        74.47%       72.43%       73.66%       72.66%
Nonperforming assets to total loans                        .29%         .34%         .31%         .34%
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         6.17x        5.37x
Average stockholders' equity to average total
  assets                                                  7.70%        7.70%        7.87%        7.64%

Total stockholders' equity to total assets                7.74%%       7.87%%       7.74%%       7.87%%

Dividends per common share                          $     0.25   $     0.25   $     0.50   $     0.50

Total risk-based capital ratio                           12.35%       12.94%       12.35%       12.94%
Tier I risk-based capital ratio                          10.38%       11.68%       10.38%       11.68%
Tier I leverage ratio                                     7.14%        7.68%        7.14%        7.68%

SELECTED AVERAGE BALANCES:
Total assets                                        $4,130,999   $3,690,772   $3,986,965   $3,668,093
Interest-earning assets                              3,793,182    3,395,737    3,661,653    3,367,966
Investment securities                                  947,474      946,180      929,595      927,102
Loans                                                2,648,775    2,247,930    2,528,331    2,244,930
Deposits                                             3,556,858    3,103,648    3,432,336    3,089,656
Noninterest-bearing deposits                           634,456      537,590      604,321      522,468
Interest-bearing deposits                            2,922,402    2,566,058    2,828,015    2,567,188
Interest-bearing liabilities                         3,149,516    2,840,224    3,040,634    2,837,940
Stockholders' equity                                   318,033      284,230      313,831      280,181

SELECTED YEAR-TO-DATE BALANCES:
Total assets                                        $4,146,843   $3,699,160   $4,146,843   $3,699,160
Interest-earning assets                              3,779,835    3,379,710    3,779,835    3,379,710
Investment securities                                  922,930      954,585      922,930      954,585
Loans                                                2,704,690    2,287,125    2,704,690    2,287,125
Deposits                                             3,573,675    3,119,836    3,573,675    3,119,836
Noninterest-bearing deposits                           660,173      564,082      660,173      564,082
Interest-bearing deposits                            2,913,502    2,555,754    2,913,502    2,555,754
Interest-bearing liabilities                         3,137,429    2,818,029    3,137,429    2,818,029
Stockholders' equity                                   320,827      290,968      320,827      290,968
</TABLE>


                                     Page 9
<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 six months
ended  June  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 JUNE 30,
                                             ----------------------------------------

                                                              INTEREST             YIELD/     CHANGE DUE TO (2)
                                    AVERAGE BALANCE       INCOME/EXPENSE (1)        RATE      -----------------          NET
                                ----------------------  ----------------------  ------------    YIELD                  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)                       $2,648,775  $2,247,930  $ 43,522  $     41,858  6.59%  7.47%  $  (4,940)  $   6,604   $    1,664
Investment securities:
  Taxable                          933,869     933,768     6,674         9,893  2.87   4.25      (3,220)          1       (3,219)
  Non-taxable                       13,605      12,412       205           233  6.03   7.51         (46)         18          (28)
Federal funds sold                 196,933     201,627       593           868  1.21   1.73        (261)        (14)        (275)
                                ----------  ----------  --------  ------------  -----  -----  ----------  ----------  -----------

Total interest-earning assets    3,793,182   3,395,737    50,994        52,852  5.39   6.24      (8,467)      6,609       (1,858)
                                ----------  ----------  --------  ------------                ----------  ----------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks            138,957     132,663
Premises and equipment             118,228     103,763
Other, less allowance for
  loan losses                       80,632      58,609
                                ----------  ----------

Total noninterest-earning
  assets                           337,817     295,035
                                ----------  ----------

TOTAL ASSETS                    $4,130,999  $3,690,772
                                ==========  ==========

INTEREST-BEARING LIABILITIES:
Deposits                        $2,922,402  $2,566,058  $ 11,648  $     14,014  1.60%  2.19%  $  (3,791)  $   1,425   $   (2,366)
Securities sold under
  agreements to repurchase         154,757     223,203       372           865  0.96   1.55        (329)       (164)        (493)
Long-term debt                      72,357      50,963     1,452         1,050  8.03   8.24         (27)        429          402
                                ----------  ----------  --------  ------------  -----  -----  ----------  ----------  -----------

Total interest-bearing
  liabilities                    3,149,516   2,840,224    13,472        15,929  1.72   2.25      (4,147)      1,690       (2,457)
                                ----------  ----------  --------  ------------  -----  -----  ----------  ----------  -----------

NONINTEREST-BEARING
  LIABILITIES:
Demand deposits                    634,456     537,590
Other liabilities                   28,994      28,728
                                ----------  ----------


Total noninterest-bearing
  liabilities                      663,450     566,318
                                ----------  ----------


TOTAL LIABILITIES                3,812,966   3,406,542
                                ----------  ----------

Stockholders' equity               318,033     284,230
                                ----------  ----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY            $4,130,999  $3,690,772
                                ==========  ==========

NET INTEREST SPREAD                                                             3.67%  3.99%
                                                                                =====  =====
NET INTEREST MARGIN:                                    $ 37,522  $     36,923                $  (4,320)  $   4,919   $      599
                                                        ========  ============                ==========  ==========  ===========
   TO AVERAGE ASSETS                                                            3.64%  4.01%
                                                                                =====  =====
   TO AVERAGE INTEREST-
     EARNING ASSETS                                                             3.97%  4.36%
                                                                                =====  =====
</TABLE>

(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.


                                     Page 10
<PAGE>
<TABLE>
<CAPTION>
TABLE 3:  COMPARATIVE AVERAGE BALANCE SHEETS AND TAXABLE EQUIVALENT RATE/VOLUME VARIANCES (DOLLARS IN THOUSANDS)

                                          AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
                                          -------------------------------------------

                                                             INTEREST            YIELD/      CHANGE DUE TO (2)
                                  AVERAGE BALANCE       INCOME/EXPENSE (1)        RATE       -----------------         NET
                              ----------------------  ----------------------  ------------    YIELD                  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)                     $2,528,331  $2,244,930  $ 83,879  $     84,055  6.69%  7.55%  $  (9,656)  $   9,480   $     (176)
Investment securities:
  Taxable                        916,850     914,162    13,662        19,926  3.00   4.40      (6,304)         40       (6,264)
  Non-taxable                     12,745      12,940       423           484  6.64   7.48         (55)         (6)         (61)
Federal funds sold               203,727     195,934     1,219         1,668  1.21   1.72        (496)         47         (449)
                              ----------  ----------  --------  ------------  -----  -----  ----------  ----------  -----------

Total interest-earning
  assets                       3,661,653   3,367,966    99,183       106,133  5.46   6.35     (16,511)      9,561       (6,950)
                              ----------  ----------  --------  ------------                ----------  ----------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks          141,753     141,782
Premises and equipment           114,786     100,816
Other, less allowance for
 loan losses                      68,773      57,529
                              ----------  ----------

Total noninterest-earning
  assets                         325,312     300,127
                              ----------  ----------

TOTAL ASSETS                  $3,986,965  $3,668,093
                              ==========  ==========

INTEREST-BEARING
  LIABILITIES:
Deposits                      $2,828,015  $2,567,188  $ 22,842  $     29,380  1.63%  2.31%  $  (8,664)  $   2,126   $   (6,538)
Securities sold under
  agreements to repurchase       149,822     219,789       733         1,685  0.99   1.55        (606)       (346)        (952)
Long-term debt                    62,797      50,963     2,532         2,099  8.06   8.24         (44)        477          433
                              ----------  ----------  --------  ------------  -----  -----  ----------  ----------  -----------


Total interest-bearing
  liabilities                  3,040,634   2,837,940    26,107        33,164  1.73   2.36      (9,314)      2,257       (7,057)
                              ----------  ----------  --------  ------------  -----  -----  ----------  ----------  -----------

NONINTEREST-BEARING
  LIABILITIES:
Demand deposits                  604,321     522,468
Other liabilities                 28,179      27,504
                              ----------  ----------


Total noninterest-bearing
  liabilities                    632,500     549,972
                              ----------  ----------


TOTAL LIABILITIES              3,673,134   3,387,912
                              ----------  ----------

Stockholders' equity             313,831     280,181
                              ----------  ----------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY        $3,986,965  $3,668,093
                              ==========  ==========

NET INTEREST SPREAD                                                           3.73%  3.99%
                                                                              =====  =====
NET INTEREST MARGIN:                                  $ 73,076  $     72,969                $  (7,197)  $   7,304   $      107
                                                      ========  ============                ==========  ==========  ===========
  TO AVERAGE ASSETS                                                           3.70%  4.01%
                                                                              =====  =====
  TO AVERAGE INTEREST-
     EARNING ASSETS                                                           4.02%  4.37%
                                                                              =====  =====
</TABLE>

(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.


                                     Page 11
<PAGE>
NET INTEREST INCOME (CONTINUED)

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

Net  interest  income  on a tax equivalent basis increased $599 or 1.62% for the
quarter  ended  June 30, 2003, over the comparable period in 2002.  Net interest
margin  to  average  assets  decreased from 4.01% for the quarter ended June 30,
2002  to  3.64%  for  the  quarter  ended  June  30,  2003.  This  is  primarily
attributable  to a 39 basis point decrease in the net interest margin to average
interest-earning  assets.

Net  interest margin to average interest-earning assets decreased from 4.36% for
the  quarter  ended  June 30, 2002 to 3.97% for the quarter ended June 30, 2003.
This  was  primarily  attributable to a decrease in the net interest spread from
3.99%  for  the  quarter ended June 30, 2002 to 3.67% for the quarter ended June
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 6.24% for the
quarter  ended June 30, 2002 to 5.39% for the quarter ended June 30, 2003, or by
85  basis  points, while the cost of interest-bearing liabilities decreased from
2.25%  to  1.72%,  or  by  53  basis  points.  The  decrease  in  the  yield  on
interest-earning assets was due to a decrease in the yields on loans, investment
securities  and federal funds sold. The decrease in the cost of interest-bearing
liabilities was due to a decrease in the rates paid on interest-bearing deposits
and  securities  sold  under agreements to repurchase. 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 $107 or .15% for the six
months  ended  June  30, 2003, over the comparable period in 2002.  Net interest
margin  to average assets decreased from 4.01% for the six months ended June 30,
2002  to  3.70%  for  the  six  months  ended  June 30, 2003.  This is primarily
attributable  to a 35 basis point decrease in the net interest margin to average
interest-earning  assets.

Net  interest margin to average interest-earning assets decreased from 4.37% for
the  six  months  ended June 30, 2002 to 4.02% for the six months ended June 30,
2003.  This  was primarily attributable to a decrease in the net interest spread
from  3.99%  for  the six months ended June 30, 2002 to 3.73% for the six months
ended  June 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 6.35% for the
six  months ended June 30, 2002 to 5.46% for the six months ended June 30, 2003,
or  by 89 basis points, while the cost of interest-bearing liabilities decreased
from  2.36%  to  1.73%,  or  by  63  basis points.  The decrease in the yield on
interest-earning assets was due to a decrease in the yields on loans, investment
securities  and federal funds sold. The decrease in the cost of interest-bearing
liabilities was due to a decrease in the rates paid on interest-bearing deposits
and  securities  sold  under agreements to repurchase. 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 $3,284 or 27.13% for the quarter ended June 30,
2003,  over  the comparable period in 2002 primarily due to increases in service
charges  on deposits, mortgage income and gain on sale of investment securities.
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 $927 of the $1,434 increase.  Mortgage income increased by $803, or
176.87%,  due  to  a $1,857 increase in the gain on sale of mortgage loans.  The
increase  in  mortgage  income  was  partially  offset by an increase of $999 in
impairment  recorded  on  mortgage servicing rights during the second quarter of
2003.  Impairment of mortgage servicing rights totaled $1,372 during the quarter
ended  June  30,  2003, compared to $373 during the quarter ended June 30, 2002.
The  increase  in  impairment  during  the  quarter  is due to higher prepayment
assumptions  on  mortgage  loans  serviced by Bancorporation.  Higher prepayment
speeds  have resulted as mortgage rates have continued to decline in the current
interest  rate  environment.  The  gain on sale of investment securities for the
quarter ended June 30, 2003 was $720.  There were no gains on sale of investment
securities  for  the  quarter  ended  June  30,  2002.


                                     Page 12
<PAGE>
Noninterest  expense  increased  by $2,890, or 9.22%, for the quarter ended June
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 $1,744, or 10.98%, 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 $349, or
15.18%.  The  increase is due to $305 additional depreciation expense related to
four  branches  purchased  after  the  quarter  ended June 30, 2002 and on-going
growth.  Data  processing  expense increased $326, or 12.45%, during the quarter
primarily  due to increased transaction volume related to the on-going growth of
Bancorporation.  These  increases  were  partially  offset  by  a  decrease  in
amortization  of intangibles of $257, or 12.20%, primarily due to the run off of
core  deposit  intangibles  related  to  former  acquisitions.


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

Noninterest  income  increased by $5,291 or 22.71% for the six months ended June
30,  2003,  over  the  comparable  period  in 2002 primarily due to increases in
service  charges  on  deposits,  mortgage  income and gain on sale of investment
securities.  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
$1,495 of the $2,349 increase.  Mortgage income increased by $1,519, or 112.77%,
due to a $3,087 increase in the gain on sale of mortgage loans.  The increase in
mortgage  income  was  partially offset by an increase in impairment recorded on
mortgage  servicing  rights  totaling  $1,428.  The  gain  on sale of investment
securities for the six months ended June 30, 2003 was $720.  There were no gains
on  sale  of  investment  securities  for  the  six  months ended June 30, 2002.

Noninterest expense increased by $5,724, or 9.44%, for the six months ended June
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 $4,250, or 14.10%, during
the six months ended June 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  $870, or 19.84%.  The increase is due to $545 additional
depreciation  expense  related  to  four branches purchased after the six months
ended June 30, 2002 and on-going growth. Data processing expense increased $507,
or  9.83%,  during  the  six  months  ended primarily due to the on-going growth
realized  by Bancorporation.  The increase was partially offset by a decrease in
amortization  of intangibles of $610, or 14.24%, primarily due to the run off of
core  deposit  intangibles  related  to  former  acquisitions.

INCOME TAXES (DOLLARS IN THOUSANDS)

Total  income tax expense increased by $727 or 14.65% for the quarter ended June
30,  2003 over the comparable period in 2002. Total income tax expense increased
by  $609  or  5.75%  for  the six months ended June 30, 2003 over the comparable
period  in 2002.   The effective tax rate was 35.60% and 33.50% for the quarters
and six months ended June 30, 2003 and June 30, 2002, respectively.


                                     Page 13
<PAGE>
                               FINANCIAL CONDITION

INVESTMENT SECURITIES (DOLLARS IN THOUSANDS)

As  of  June  30,  2003,  the investment portfolio totaled $922,930, compared to
$954,585  at  June  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 92.46%
and  93.07%  U.S.  government and agency securities as of June 30, 2003 and June
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  June  30, 2003, loans totaled $2,704,690, compared to $2,287,125 at June
30, 2002, an increase of $417,565, or 18.26%.  Of the increase, $183,783 was due
to  the  acquisition  of FBI on April 1, 2003. The remainder was due to internal
loan  growth.  The  composition  of  the  loan  portfolio  has  not  shifted
significantly since June 30, 2002.  Internal loan growth was funded 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 six months ended June 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 June 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         SIX MONTHS ENDED
                                          JUNE 30,                JUNE 30,
                                  ----------------------  -----------------------
ALLOWANCE FOR LOAN LOSSES:            2003       2002        2003         2002
                                  -----------  ---------  ----------  -----------
<S>                               <C>          <C>        <C>         <C>
Balance at beginning of period    $   43,304   $ 39,722   $  43,305   $   40,259
Addition related to acquisitions       3,776         --       3,776           --
Provision for loan losses              2,425      2,571       3,363        3,461
                                  -----------  ---------  ----------  -----------
Charge-offs                           (1,796)    (1,923)     (3,257)      (3,799)
Recoveries                               411        370         933          819
                                  -----------  ---------  ----------  -----------
Net charge-offs                       (1,385)    (1,553)     (2,324)      (2,980)
                                  -----------  ---------  ----------  -----------
Balance at end of period          $   48,120   $ 40,740   $  48,120   $   40,740
                                  -----------  ---------  ----------  -----------

Nonperforming assets              $    7,793   $  7,591   $   7,793   $    7,591

Annualized net charge-offs to:
   Average loans                         .21%       .28%        .18%         .27%
   Loans at end of period                .20%       .27%        .17%         .26%
   Allowance for loan losses           11.51%     15.25%       9.66%       14.63%
</TABLE>

FUNDING SOURCES (DOLLARS IN THOUSANDS)

Bancorporation's  primary  source  of funds is its deposit base.  Total deposits
increased  $453,839  or  by  14.55% from June 30, 2002 to June 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 $3,432,336
and  $3,089,656  at  June  30,  2003  and  June  30,  2002,  respectively.

Short-term  borrowings  in  the  form  of  securities  sold  under agreements to
repurchase are another source of funds.  Short-term borrowings decreased $59,742
or  28.27%  from  June 30, 2002 to June 30, 2003.  Average short-term borrowings
were  $149,822  and  $219,789  at June 30, 2003 and June 30, 2002, respectively.


                                     Page 14
<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-adjusted
assets  of  8  percent,  with  at least 50 percent consisting of tangible common
stockholders'  equity  and  a minimum Tier I leverage ratio of 3 percent.  Banks
which  meet  or  exceed a Tier I ratio of 6 percent, a total capital ratio of 10
percent,  and  a  Tier  I  leverage  ratio  of  5  percent  are  considered
well-capitalized  by  regulatory  standards.  The  following  table  details
Bancorporation's  capital  ratios  at  June  30,  2003  and  2002.

<TABLE>
<CAPTION>
CAPITAL RATIOS                          JUNE 30,
                                ----------------------
                                 2003            2002
                                ------          ------
<S>                             <C>             <C>
Tier I leverage ratio            7.14%           7.68%
Total risk-based capital ratio  12.35%          12.94%
   Tier I                       10.38%          11.68%
   Tier II                       1.97%           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  six  months ended June 30, 2003 and 2002, Bancorporation
repurchased  an  aggregate  of  3,443  and  5,500  shares,  respectively, of its
outstanding  voting  common  stock, for an aggregate price of $1,337 and $1,641,
respectively.  With  respect to other classes of Bancorporation's capital stock,
aggregate repurchases during the six months ended June 30, 2003 and 2002 totaled
1,242  and  487  shares,  respectively,  for  an aggregate price of $41 and $17,
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-15(e)  and  15d-15(e)) as  of  the  end  of  the period covered by this
     quarterly  report  have concluded that Bancorporation's disclosure controls
     and  procedures  were  effective  in  timely  alerting  them  to  material
     information  relating  to Bancorporation which were required to be included
     in  periodic  SEC  filings.

(b)  Changes in Internal Controls

     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 15
<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

The  annual meeting of shareholders of Registrant was held on April 30, 2003. At
the  meeting,  Shareholders voted to elect 18 directors for terms of one year or
until  their  respective  successors  are  duly  elected  and  qualified. The 18
Nominees,  listed  below,  were  elected  as  Directors  for  a  term of 1 year.

<TABLE>
<CAPTION>
Nominees                For    Withheld  Broker Non-Votes
--------------------  -------  --------  ----------------
<S>                   <C>      <C>       <C>
C.H. Ames             850,416       694               234
J.B. Apple            850,219     1,125                 -
R.W. Blackmon         850,290       729               325
P.M. Bristow          850,650       694                 -
G.H. Broadrick        845,538       729             5,077
W.C. Cottingham       850,290       729               325
D.E. Dukes            850,615       729                 -
W.E. Hancock, III     850,650       694                 -
R.B. Haynes           850,653       691                 -
W.E. Haynes           850,559       694                91
L.M. Henderson        850,416       694               234
F.B. Holding          845,772       729             4,843
D.H. Jordan           850,290       729               325
C.S. McLaurin, III    850,559       694                91
N.W. Morrisette, Jr.  850,290       729               325
E.P. Palmer           850,290       729               325
W.E. Sellars          845,538       729             5,077
H.F. Sherrill         845,629       729             4,986
</TABLE>

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

ITEM 5.   OTHER INFORMATION

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)


                                     Page 16
<PAGE>
          (b)  The  following  Form  8-K's  were  filed  or furnished during the
               quarter  ended  June  30,  2003.

               Form  8-K  furnished  on  April  30,  2003,  reporting  that
               Bancorporation  had  announced  its results of operations for the
               quarter  ended  March  31,  2003.

               Form  8-K  filed on July 1, 2003, reporting that Bancorporation's
               bank  subsidiary  had  entered  into a definitive agreement as of
               June  30,  2003  to  acquire  four  branches  from  an  unrelated
               financial  institution.


                                     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:  August 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>