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,  2000     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)  733-3456
                                                          ---------------

                                   NO  CHANGE
--------------------------------------------------------------------------------

     (Former  name, former address and former fiscal year, if changed since last
report.)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  YES  [  X  ]  NO  [  ]

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

                     Class                      Outstanding  at  July  31,  2000
                     -----                      --------------------------------

  VOTING  COMMON  STOCK,  $5.00  PAR  VALUE              899,731  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,
                                                                   2000           1999          1999
                                                                -----------  --------------  -----------
<S>                                                             <C>          <C>             <C>
ASSETS
Cash and due from banks                                         $  130,712   $     151,897   $  116,823
Federal funds sold                                                  36,000          37,400        1,700
                                                                -----------  --------------  -----------

Total cash and cash equivalents                                    166,712         189,297      118,523
                                                                -----------  --------------  -----------

Investment securities:
  Held-to-maturity, at amortized cost                               30,317          40,666       23,299
  Available-for-sale, at fair value                                638,208         522,326      645,301
                                                                -----------  --------------  -----------

Total investment securities                                        668,525         562,992      668,600
                                                                -----------  --------------  -----------


Gross loans                                                      1,991,812       1,854,520    1,669,124
  Less: Allowance for loan losses                                  (35,437)        (32,972)     (30,037)
                                                                -----------  --------------  -----------

Net loans                                                        1,956,375       1,821,548    1,639,087
                                                                -----------  --------------  -----------

Premises and equipment                                              86,222          84,395       81,122
Interest receivable                                                 18,426          15,135       14,863
Intangible assets                                                   24,502          19,256       15,100
Other assets                                                        34,788          33,962       24,772
                                                                -----------  --------------  -----------

     TOTAL ASSETS                                               $2,955,550   $   2,726,585   $2,562,067
                                                                ===========  ==============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
  Demand                                                        $  435,789   $     396,781   $  376,823
  Time and savings                                               1,902,393       1,825,252    1,691,623
                                                                -----------  --------------  -----------

Total deposits                                                   2,338,182       2,222,033    2,068,446
Securities sold under agreements to repurchase and federal
   funds purchased                                                 326,506         230,904      243,518
Long-term debt                                                      50,963          50,963       50,000
Other liabilities                                                   29,400          22,612       16,672
                                                                -----------  --------------  -----------

     TOTAL LIABILITIES                                           2,745,051       2,526,512    2,378,636
                                                                -----------  --------------  -----------


STOCKHOLDERS' EQUITY:
  Preferred stock                                                    3,234           3,282        3,282
  Non-voting common stock - $5.00 par value, authorized
    1,000,000; issued and outstanding June 30, 2000,
    December 31, 1999 and June 30, 1999 - 36,409                       182             182          182
  Voting common stock - $5.00 par value, authorized 2,000,000;
    issued and outstanding June 30, 2000 - 899,830;
    December 31, 1999 - 906,205; and June 30, 1999 - 882,766         4,499           4,531        4,414
  Surplus                                                           65,081          65,081       55,000
  Undivided profits                                                134,944         123,328      113,402
  Accumulated other comprehensive income, net of taxes               2,559           3,669        7,151
                                                                -----------  --------------  -----------

     TOTAL STOCKHOLDERS' EQUITY                                    210,499         200,073      183,431
                                                                -----------  --------------  -----------

     COMMITMENTS AND CONTINGENCIES                                      --              --           --
                                                                -----------  --------------  -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $2,955,550   $   2,726,585   $2,562,067
                                                                ===========  ==============  ===========
</TABLE>


                                   Page  2
<PAGE>
<TABLE>
<CAPTION>

FIRST  CITIZENS  BANCORPORATION  OF  SOUTH  CAROLINA,  INC.  AND  SUBSIDIARIES


CONSOLIDATED  STATEMENTS  OF  INCOME  -  UNAUDITED
(DOLLARS  IN  THOUSANDS-EXCEPT  PER  SHARE  DATA)

                                                        FOR THE            FOR THE
                                                     QUARTER ENDED     SIX MONTHS ENDED
                                                        JUNE 30,           JUNE 30,
                                                  ------------------  ------------------
                                                    2000      1999      2000      1999
                                                  --------  --------  --------  --------
<S>                                               <C>       <C>       <C>       <C>
INTEREST INCOME:
  Loans, including fees                           $ 42,008  $ 33,821  $ 80,889  $ 66,447
  Interest on investment securites:
    Taxable                                          9,681     8,047    17,865    15,804
    Non-taxable                                        366       324       756       666
  Federal funds sold                                   177       625     1,087     1,784
                                                  --------  --------  --------  --------

Total interest income                               52,232    42,817   100,597    84,701
                                                  --------  --------  --------  --------

INTEREST EXPENSE:
  Deposits                                          18,268    14,333    35,282    28,853
  Securities sold under agreements to repurchase
    and federal funds purchased                      4,784     2,826     8,911     5,703
  Long-term debt                                     1,074     1,031     2,124     2,062
                                                  --------  --------  --------  --------

Total interest expense                              24,126    18,190    46,317    36,618
                                                  --------  --------  --------  --------


Net interest income                                 28,106    24,627    54,280    48,083
Provision for loan losses                            1,994     1,817     3,553     2,480
                                                  --------  --------  --------  --------

Net interest income after
  provision for loan losses                         26,112    22,810    50,727    45,603
                                                  --------  --------  --------  --------


NONINTEREST INCOME:
  Service charges on deposit accounts                5,505     4,624    10,585     8,724
  Commissions and fees from fiduciary activities       650       388     1,260       783
  Fees for other customer services                     653       542     1,264     1,159
  Mortgage servicing fees                              560       542     1,109     1,091
  Bankcard                                           1,184     1,016     2,188     1,830
  Insurance premiums                                   652       494     1,010       896
  Other                                                258       323       472       955
                                                  --------  --------  --------  --------

Total noninterest income                             9,462     7,929    17,888    15,438
                                                  --------  --------  --------  --------

NONINTEREST EXPENSE:
  Salaries and employee benefits                    11,596     9,970    22,887    20,356
  Net occupancy expense                              1,618     1,508     3,289     3,082
  Furniture and equipment expense                    1,522     1,560     3,138     3,025
  Amortization of intangibles                        1,789     1,403     3,167     2,814
  Bankcard processing expense                        1,269     1,116     2,330     2,049
  Data processing expense                            2,019     1,653     3,892     3,375
  Professional services                                465       580       959     1,067
  Other                                              4,437     3,672     8,384     7,607
                                                  --------  --------  --------  --------

Total noninterest expense                           24,715    21,462    48,046    43,375
                                                  --------  --------  --------  --------


Income before income tax expense                    10,859     9,277    20,569    17,666
Income tax expense                                   3,746     3,214     7,096     6,138
                                                  --------  --------  --------  --------

NET INCOME                                        $  7,113  $  6,063  $ 13,473  $ 11,528
                                                  ========  ========  ========  ========


NET INCOME PER COMMON SHARE -
BASIC AND DILUTED                                 $   7.54  $   6.55  $  14.27  $  12.44
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING-BASIC AND DILUTED               936,877   919,175   937,865   919,520
</TABLE>


                                   Page  3
<PAGE>
<TABLE>
<CAPTION>

FIRST  CITIZENS  BANCORPORATION  OF  SOUTH  CAROLINA,  INC.  AND  SUBSIDIARIES


CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY  AND  ACCUMULATED 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, 1998     $    3,282   $   182  $ 4,426   $ 55,000  $  102,888   $        8,397   $ 174,175
Comprehensive income:
  Net income                                                                   11,528                       11,528
  Change in unrealized losses
     on investment securities
     available-for-sale, net of
     benefit of $671                                                                            (1,246)     (1,246)
                                                                                                         ----------
Total comprehensive income                                                                                  10,282
                                                                                                         ----------
Reacquired voting common stock                             (12)                  (930)                        (942)
Preferred stock dividends                                                         (84)                         (84)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------

Balance at June 30, 1999              3,282       182    4,414     55,000     113,402            7,151     183,431
Comprehensive income:
  Net income                                                                   13,118                       13,118
  Change in unrealized losses
     on investment securities
     available-for-sale, net of
     benefit of $1,871                                                                          (3,482)     (3,482)
                                                                                                         ----------
Total comprehensive income                                                                                   9,636
                                                                                                         ----------
Reacquired voting common stock                             (54)                (3,105)                      (3,159)
Stock issued in acquisition                                171     10,081                                   10,252
Preferred stock dividends                                                         (87)                         (87)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------

Balance at December 31, 1999          3,282       182    4,531     65,081     123,328            3,669     200,073
Comprehensive income:
  Net income                                                                   13,473                       13,473
  Change in unrealized losses
     on investment securities
     available-for-sale, net of
     benefit of $1,218                                                                          (1,110)     (1,110)
                                                                                                         ----------
Total comprehensive income                                                                                  12,363
                                                                                                         ----------
Reacquired preferred stock              (48)                                       10                          (38)
Reacquired voting common stock                             (32)                (1,557)                      (1,589)
Common stock dividends                                                           (225)                        (225)
Preferred stock dividends                                                         (85)                         (85)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------

Balance at June 30, 2000         $    3,234   $   182  $ 4,499   $ 65,081  $  134,944   $        2,559   $ 210,499
                                 ===========  =======  ========  ========  ===========  ===============  ==========
</TABLE>


                                   Page  4
<PAGE>
<TABLE>
<CAPTION>

FIRST  CITIZENS  BANCORPORATION  OF  SOUTH  CAROLINA  AND  SUBSIDIARY

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

                                                                                          For  the
                                                                                      Six  Months  Ended
                                                                                          June  30,
                                                                                    ----------------------
                                                                                       2000        1999
                                                                                    ----------  ----------
<S>                                                                                 <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                                        $  13,473   $  11,528
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Provision for loan losses                                                           3,553       2,480
    Depreciation and amortization                                                       7,105       6,114
    (Accretion) amortization of investment securities                                  (1,022)        313
    Change in deferred taxes                                                              820     (14,755)
    Gain on sales of premises and equipment                                                 0        (173)
    Increase in accrued interest receivable                                            (3,291)         (9)
    Increase/(decrease) in accrued interest payable                                     3,117        (535)
    Origination of mortgage loans held-for-resale                                     (49,841)    (81,245)
    Proceeds from sales of mortgage loans held-for-resale                              51,532      86,254
    Gain on sales of mortgage loans held-for-resale                                      (164)       (421)
    (Increase)/decrease in other assets                                                (1,039)     14,636
    Increase/(decrease) in other liabilities                                            3,660        (197)
                                                                                    ----------  ----------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                            27,903      23,990
                                                                                    ==========  ==========

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net increase in loans                                                            (106,485)   (101,392)
    Calls, maturities and prepayments of investment securities, available-for-sale    155,451     153,306
    Purchases of investment securities, available-for-sale                           (273,040)   (201,890)
    Calls, maturities and prepayments of investment securities, held-to-maturity       11,601       2,642
    Purchases of investment securities, held-to-maturity                                 (205)     (1,060)
    Proceeds from sales of premises and equipment                                           0       3,068
    Purchases of premises and equipment                                                (4,234)     (8,420)
    (Increase)/decrease in other real estate owned                                         (3)        269
    Increase in intangible assets                                                        (498)       (534)
    Purchase of institutions, net of cash acquired                                     24,416           0
                                                                                    ----------  ----------
      NET CASH USED IN INVESTING ACTIVITIES                                          (192,997)   (154,011)
                                                                                    ==========  ==========

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in deposits                                                           48,843      30,959
    Increase in federal funds purchased and securities sold
      under agreements to repurchase                                                   95,603      38,816
    Cash dividends paid                                                                  (310)        (84)
    Cash paid to reacquire preferred stock                                                (38)       (942)
    Cash paid to reacquire common stock                                                (1,589)          0
                                                                                    ----------  ----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                                       142,509      68,749
                                                                                    ==========  ==========

NET DECREASE IN CASH AND CASH EQUIVALENTS                                             (22,585)    (61,272)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      189,297     179,795
                                                                                    ----------  ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $ 166,712   $ 118,523
                                                                                    ==========  ==========
</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 1999 Annual Report
on  Form  10-K.  The  significant  accounting  policies  used during the current
quarter  are  unchanged  from  those  disclosed  in  the  1999  Annual  Report.

BASIS  OF  PRESENTATION

The  preceding  consolidated  financial  statements  and  the  notes thereto are
unaudited;  however,  in  the  opinion of management, all adjustments comprising
normal  recurring accruals necessary for a fair presentation of the consolidated
financial  statements have been recorded.  Certain amounts in prior periods have
been  reclassified  to  conform  to  the  2000  presentation.


ACQUISITIONS  (DOLLARS  IN  THOUSANDS)

On  March  10,  2000,  three  branch  locations were acquired from another South
Carolina  financial  institution.  First  Citizens  Bank  and  Trust  of  South
Carolina,  Inc.  acquired deposits of $67,983, loans of $32,632, and goodwill of
$7,933  in  connection  with this acquisition.  Goodwill amortization related to
this  acquisition  for  the quarter and six months ended June 30, 2000 was $401.

On August 20, 1999, Bancorporation acquired The Exchange Bank of South Carolina,
a  banking  corporation located in Kingstree, South Carolina.  The total cost of
the  acquisition,  recorded  as  a  purchase,  was  $15,750.

The  breakdown  of  the  purchase  price  is  as  follows:

     Cash                                               $  4,535
     5  year  Bancorporation  notes  @  7.50%                 90
     10  year  Bancorporation  notes  @  7.75%               873
     Bancorporation  stock  -  34,174  shares             10,252
                                                          ------
     Total  consideration                                $15,750
                                                         =======

Goodwill amortization related to this acquisition for the quarter and six months
ended  June  30,  2000,  was  $56  and  109,  respectively.

SUBSEQUENT  EVENTS

During  the month of July 2000, Bancorporation sold approximately $35 million of
mortgage  loans  to  a  third  party  investor.  The  effect on the consolidated
statements  of  income  was  not  significant.

On  July  26, 2000, Bancorporation's Board of Directors declared a $.25 dividend
on  common  stock to shareholders of record on August 4, 2000, payable on August
15,  2000.

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, 2000 totaled $7,113, or
$7.54  per  common  share and $13,473, or $14.27 per common share, respectively.
Net income for the quarter and six months ended June 30, 1999 totaled $6,063, or
$6.55  per  common  share and $11,528, or $12.44 per common share, respectively.

The  primary  factors affecting the increase in net income for the quarter ended
June  30,  2000  were  a  $3,302 or 14.48% increase in net interest income after
provision  for  loan  losses,  and  a  $1,533  or 19.33% increase in noninterest
income.  These  favorable  changes  were  partially offset by a $3,253 or 15.16%
increase  in  noninterest  expense,  and a $532 or 16.55% increase in income tax
expense.

The  primary  factors  affecting  the  increase in net income for the six months
ended  June  30,  2000  were  a $5,124 or 11.24% increase in net interest income
after  provision for loan losses, and a $2,450 or 15.87% increase in noninterest
income.  These  favorable  changes  were  partially offset by a $4,671 or 10.77%
increase  in  noninterest  expense,  and a $958 or 15.61% increase in income tax
expense.


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

Return  on  average  stockholders' equity and average assets are key measures of
earnings  performance.  Return  on  average stockholders' equity for the quarter
ended  June 30, 2000 and June 30, 1999 was 13.83% and 13.36%, respectively.  The
increase  was  primarily the result of an increase in return on assets from .95%
to  .97%  for  the  quarter ended June 30, 1999 and June 30, 2000, respectively.
Additionally,  the  equity  multiplier  (average assets to average shareholders'
equity)  increased  from  14.09X  to  14.25X at June 30, 1999 and June 30, 2000,
respectively.  The  increase  in return on assets for the comparable quarter was
primarily  due to an increase in noninterest income to average assets of 5 basis
points.  Net  interest  margin  and noninterest expense remained relatively flat
when  compared  to  the  increase  in  average  assets.

Return  on  average  stockholders' equity for the six months ended June 30, 2000
and  June  30,  1999  was  13.17%  and  12.86%,  respectively.  The increase was
primarily  the  result  of an increase in return on assets from .91% to .94% for
the  six  months  ended  June  30,  1999  and  June 30, 2000, respectively.  The
increase  in  return  on  assets was partially offset by a decline in the equity
multiplier  from  14.16X  to  14.05X  at  June  30,  1999  and  June  30,  2000,
respectively.  The  increase in return on assets was primarily due to a decrease
in noninterest expense to average assets of 8 basis points.  Additionally, there
was  an  increase  in  noninterest  income  to average assets of 2 basis points.

Net  interest  income  is  discussed  further  in  the  following  section.

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

<TABLE>
<CAPTION>
TABLE  1:  SELECTED  SUMMARY  INFORMATION  (DOLLARS  IN  THOUSANDS)


                                                                AS  OF  AND  FOR  THE      AS  OF  AND  FOR  THE
                                                                    QUARTER  ENDED           SIX  MONTHS  ENDED
                                                                      JUNE  30,                   JUNE  30,
                                                               ------------------------  -----------------------
AVERAGE BALANCES:                                                  2000         1999         2000         1999
                                                               -----------  -----------  -----------  -----------
<S>                                                            <C>          <C>          <C>          <C>
Total assets                                                   $2,932,162   $2,558,365   $2,874,626   $2,538,408
Interest-earning assets                                         2,687,618    2,345,993    2,631,681    2,325,306
Investment securities                                             714,417      659,622      678,052      642,957
Loans                                                           1,961,470    1,631,430    1,915,015    1,605,460
Deposits                                                        2,316,614    2,056,125    2,276,482    2,036,218
Noninterest-bearing deposits                                      424,228      366,321      411,777      359,215
Interest-bearing deposits                                       1,892,386    1,689,804    1,864,705    1,677,003
Interest-bearing liabilities                                    2,276,842    1,996,108    2,233,996    1,984,568
Stockholders' equity                                              205,790      181,581      204,662      179,293

RATIOS:
Return on average assets                                              .97%         .95%         .94%         .91%
Return on average stockholders' equity                              13.83%       13.36%       13.17%       12.86%
Return on average common stockholders' equity
                                                                    14.05%       13.60%       13.38%       13.10%
Net yield on average interest-earning assets (tax equivalent)
                                                                     4.24%        4.25%        4.18%        4.19%
Average loans to average deposits                                   84.67%       79.34%       84.12%       78.85%
Nonperforming assets to total loans                                   .18%         .16%         .19%         .16%
Allowance for loan losses to total loans                             1.78%        1.80%        1.78%        1.80%
Allowance for loan losses to nonperforming assets                      N/A          N/A        9.49x       11.71x
Average stockholders' equity to average total assets                 7.02%        7.10%        7.12%        7.06%
Total risk-based capital ratio                                         N/A          N/A       13.63%       14.48%
Tier I risk-based capital ratio                                        N/A          N/A       12.37%       13.06%
Tier I leverage ratio                                                  N/A          N/A        8.05%        8.41%
</TABLE>


NET  INTEREST  INCOME  (DOLLARS  IN  THOUSANDS)

Net  interest  income  represents  the  principal  source  of  earnings  for
Bancorporation.  Tables 2 and 3 compare average balance sheet items and analyzes
net  interest  income  on a tax equivalent basis for the quarters and six months
ended  June  30,  2000  and  1999.


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

                                              AS OF AND FOR THE QUARTER ENDED JUNE 30,
                                              ----------------------------------------
                                                                                    Yield     Change Due to(2)
                                      Average  Balance     Interest Inc/Exp(1)      /Rate     ----------------      Net
                                   ----------------------  -------------------  ------------   Yield              Increase
                                      2000        1999       2000      1999      2000   1999   /Rate    Volume   (Decrease)
                                   ----------  ----------  --------  ---------  ------  ----  -------  --------  -----------
<S>                                <C>         <C>         <C>       <C>        <C>     <C>   <C>      <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                          $1,961,470  $1,631,430  $ 42,172  $  33,958    8.65  8.35  $ 1,077  $  7,137  $     8,214
Investment securities:
  Taxable                             687,028     636,586     9,636      8,047    5.64  5.07      878       711        1,589
  Non-taxable                          27,389      23,036       561        498    8.19  8.65      (26)       89           63
Federal funds sold                     11,731      54,941       177        625    6.07  4.56      208      (656)        (448)
                                   ----------  ----------  --------  ---------                -------  --------  -----------

Total interest-earning assets       2,687,618   2,345,993    52,546     43,128    7.86  7.37    2,137     7,281        9,418
                                   ----------  ----------  --------  ---------                -------  --------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks               114,363     106,208
Premises and equipment                 86,510      81,252
Other, less allowance for loan
 losses                                43,671      24,912
                                   ----------  ----------

Total noninterest-earning assets
                                      244,544     212,372
                                   ----------  ----------

TOTAL ASSETS                       $2,932,162  $2,558,365
                                   ----------  ----------

INTEREST-BEARING LIABILITIES:
Deposits                           $1,892,386  $1,689,804  $ 18,268  $  14,333    3.88  3.40  $ 1,970   $ 1,965  $     3,935
Federal funds purchased and
 securities sold under
 agreements to repurchase             333,493     256,304     4,739      2,826    5.72  4.42      809     1,104        1,913
Long-term debt                         50,963      50,000     1,074      1,031    8.43  8.25       23        20           43
                                   ----------  ----------  --------  ---------                -------  --------  -----------

Total interest-bearing
 liabilities                        2,276,842   1,996,108    24,081     18,190    4.25  3.65    2,802     3,089        5,891
                                   ----------  ----------  --------  ---------                -------  --------  -----------

NONINTEREST-BEARING
 LIABILITIES:
Demand deposits                       424,228     366,321
Other liabilities                      25,302      14,355

Total noninterest-bearing
 liabilities                          449,530     380,676

Stockholders' equity                  205,790     181,581
                                   ----------  ----------

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY              $2,932,162  $2,558,365
                                   ==========  ==========

Interest rate spread                                                              3.61  3.72
                                                                                  ====  ====
Net interest margin:                                       $ 28,465  $  24,938                  ($665) $  4,192  $     3,527
                                                           ========  =========                =======  ========  ===========
 to average assets                                                                3.88  3.90
                                                                                  ====  ====
 to average interest-earning
   assets                                                                         4.24  4.25
                                                                                  ====  ====
<FN>
(1)  Non-taxable interest income has been adjusted to a taxable equivalent rate, using the federal income tax rate of 35%.
(2)  Yield/rate-volume  changes  have been allocated to each category based on the percentage of each to the total change.
(3)  Nonaccrual  loans  are  included  in  the  average  loan  balances.  Interest income on nonaccrual loans is generally
     recognized  on  a  cash  basis.
</TABLE>


                                     Page 8
<PAGE>
<TABLE>
<CAPTION>

TABLE  3:  COMPARATIVE  AVERAGE  BALANCE  SHEETS  AND  TAXABLE  EQUIVALENT  RATE/VOLUME  VARIANCE (DOLLARS IN THOUSANDS)

                                                 AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
                                                 -------------------------------------------
                                                                                    Yield     Change Due to(2)
                                      Average  Balance     Interest Inc/Exp(1)      /Rate     ----------------      Net
                                   ----------------------  -------------------  ------------   Yield              Increase
                                       2000        1999       2000      1999      2000   1999   /Rate    Volume   (Decrease)
                                   -----------  ----------  --------  ---------  ------  ----  -------  --------  -----------
<S>                                 <C>         <C>         <C>       <C>        <C>     <C>   <C>      <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                           $1,915,015  $1,605,460  $ 81,234  $  66,731    8.53  8.38  $ 1,300  $ 13,203  $    14,503
Investment securities:
  Taxable                              649,790     619,304    17,865     15,804    5.53  5.15    1,218       843        2,061
  Non-taxable                           28,262      23,653     1,162      1,024    8.22  8.66      (51)      189          138
Federal funds sold                      38,614      76,889     1,087      1,784    5.66  4.68      386    (1,083)        (697)
                                    ----------  ----------  --------  ---------                -------  --------  -----------

Total interest-earning assets        2,631,681   2,325,306   101,348     85,343    7.74  7.40    2,853    13,152       16,005
                                    ----------  ----------  --------  ---------                -------  --------  -----------

NONINTEREST-EARNING ASSETS:
Cash and due from banks                115,593     106,812
Premises and equipment                  85,822      80,763
Other, less allowance for loan
  losses                                41,530      25,527
                                    ----------  ----------

Total noninterest-earning assets       242,945     213,102
                                    ----------  ----------

TOTAL ASSETS                        $2,874,626  $2,538,408
                                    ----------  ----------

INTEREST-BEARING LIABILITIES:
Deposits                            $1,864,705  $1,677,003  $ 35,282  $  28,853    3.80  3.47  $ 2,863  $  3,566  $     6,429
Federal funds purchased and
  securities sold under
  agreements to repurchase             318,328     257,565     8,911      5,703    5.63  4.47    1,498     1,710        3,208
Long-term debt                          50,963      50,000     2,124      2,062    8.34  8.25       22        40           62
                                    ----------  ----------  --------  ---------                -------  --------  -----------

Total interest-bearing
  Liabilities                        2,233,996   1,984,568    46,317     36,618    4.17  3.72    4,383     5,316        9,699
                                    ----------  ----------  --------  ---------                -------  --------  -----------

NONINTEREST-BEARING LIABILITIES:
Demand deposits                        411,777    359,215
Other liabilities                       24,191     15,332

Total noninterest-bearing
  liabilities                         435,968     374,547

Stockholders' equity                  204,662     179,293
                                   ----------  ----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY               $2,874,626  $2,538,408
                                   ==========  ==========

Interest rate spread                                                               3.57  3.68
                                                                                 ======  ====
Net interest margin:                                       $  55,031  $  48,725                ($1,530) $  7,836  $     6,306
                                                           =========  =========                =======  ========  ===========
 to average assets                                                                 3.83  3.84
                                                                                 ======  ====
 to average interest-earning
   assets                                                                          4.18  4.19
                                                                                 ======  ====

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


                                     Page 9
<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS OF OPERATIONS AND FINANCIAL
CONDITION  (CONTINUED)
--------------------------------------------------------------------------------

NET  INTEREST  INCOME  (CONTINUED)

Current  Quarter  compared  to  Prior  Year  Quarter
----------------------------------------------------
Net interest income on a tax equivalent basis increased $3,527 or 14.14% for the
quarter  ended  June 30, 2000, over the comparable period in 1999.  Net interest
margin  to  average assets was relatively consistent for the quarters ended June
30,  2000  and  June  30,  1999  at  3.88%  and  3.90%,  respectively.  This  is
attributable to net interest margin to average earning assets (4.24% compared to
4.25%  for the same comparable periods) and the mix of earning assets to average
assets  remaining  relatively  stable.

Net  interest  margin  to average earning assets was relatively stable despite a
decline  in the net interest spread from 3.72% at June 30, 1999 to 3.61% at June
30,  2000. This is attributable to improvement in the net interest position from
14.91%  at  June  30,  1999  to 15.28% at June 30, 2000.  The decline in the net
interest  spread  was  due  to  the  increase  in  the  cost of interest-bearing
liabilities  exceeding  the  increase in interest earned on earning assets.  The
cost  of  interest-bearing  liabilities increased from 3.65% at June 30, 1999 to
4.25%  at  June  30, 2000, or 60 basis points, while the yield on earning assets
increased  from 7.37% to 7.86%, or 49 basis points.  The increase in the cost of
interest-bearing  liabilities  was  due  to  an  increase  in  the rates paid on
deposits  (primarily  CDs) and repurchase agreements.  The increase in the yield
on  interest-earning  assets  was  due  to  an  increase in the yields on loans,
investment  securities  and  federal  funds  sold.

Current  year-to-date  period  compared  to  Prior  year-to-date  period
------------------------------------------------------------------------
Net interest income on a tax equivalent basis increased $6,306 or 12.94% for the
six  months  ended  June  30,  2000,  over  the  comparable period in 1999.  Net
interest  margin  to average assets was relatively consistent for the six months
ended June 30, 2000 and June 30, 1999 at 3.83% and 3.84%, respectively.  This is
attributable  to  net interest margin to earning assets (4.18% compared to 4.19%
for the same comparable periods) and the mix of earning assets to average assets
remaining  relatively  stable.

Net  interest  margin  to average earning assets was relatively stable despite a
decline  in the net interest spread from 3.68% at June 30, 1999 to 3.57% at June
30,2000.  This was attributable to improvement in the net interest position from
14.65%  at  June  30,  1999  to 15.11% at June 30, 2000.  The decline in the net
interest  spread  was  due  to  the  increase  in  the  cost of interest-bearing
liabilities  exceeding  the  increase in interest earned on earning assets.  The
cost  of  interest-bearing  liabilities increased from 3.72% at June 30, 1999 to
4.17%  at June 30, 2000, or 45 basis points, while the yield on interest earning
assets  increased  from  7.40% at June 30, 1999 to 7.74% at June 30, 2000, or 34
basis  points.  The increase in the cost of interest-bearing liabilities was due
to  an  increase  in  the  rates paid on deposits (primarily CDs) and repurchase
agreements.  The  increase in the yield on interest-earning assets was due to an
increase  in  the  yield on loans, investment securities and federal funds sold.

NONINTEREST  INCOME  AND  EXPENSE  (DOLLARS  IN  THOUSANDS)

Current  Quarter  compared  to  Prior  Year  Quarter
----------------------------------------------------
Noninterest  income increased by $1,533 or 19.33% for the quarter ended June 30,
2000,  over the comparable period in 1999 due to increases in service charges on
deposits,  commissions  and  fees  from  fiduciary activities and bankcard fees.
Service  charges  on  deposits  increased  by $881 or 19.05% over the comparable
period  primarily  due  to overall deposit growth. Additionally, commissions and
fees from fiduciary and bankcard activities increased by $262 or 67.53% and $168
or 16.54%, respectively.  These favorable changes were partially offset by a $51
or  16.19%  decline  in other income.  Other income declined due to a decline in
premiums  earned  on  the  sale  of  mortgage  loans.

Noninterest expense increased by $3,253 or 15.16% for the quarter ended June 30,
2000  over  the  comparable  period  in  1999  due  to increases in salaries and
employee  benefits,  amortization  of  intangibles,  data processing expense and
bankcard  processing expense. Salaries and employee benefits increased $1,626 or
16.31%  over the comparable period primarily due to an increase in the number of
employees,  the  addition  of  Exchange  Bank  employees  and  merit  increases.
Amortization  of  intangibles  increased  by  $386 or 27.51% over the comparable
period due to the goodwill related to the acquisition of Exchange Bank and other
branches.  Data  processing expense increased $366 or 22.14% over the comparable
period  due  to  the  on-going  growth  realized  by  Bancorporation.  Bankcard
processing expense increased by $153 or 13.71% over the comparable period due to
increased  bankcard  activity.

Overall, the noninterest margin (noninterest income less noninterest expense) to
average  assets  improved  from  a negative 2.12% for the quarter ended June 30,
1999 to a negative 2.08% for the quarter ended June 30, 2000.  This was due to a
1  basis  point increase in non-interest expense to average assets and a 5 basis
point  increase  in  noninterest  income to average assets.  This factor had the
most measurable impact on the improvement in return on assets for the comparable
periods.


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

NONINTEREST  INCOME  AND  EXPENSE  (CONTINUED)

Current  year-to-date  period  compared  to  Prior  year-to-date  period
------------------------------------------------------------------------
Noninterest  income  increased by $2,450 or 15.87% for the six months ended June
30, 2000, over the comparable period in 1999 due to increases in service charges
on  deposits,  commissions  and  fees  from  fiduciary  activities  and bankcard
fees.  Service  charges  on  deposits  increased  by  $1,861  or 21.33% over the
comparable  period  primarily  due  to  overall  deposit  growth.  Additionally,
commissions and fees from fiduciary and bankcard activities increased by $477 or
60.92% and $358 or 19.56%, respectively.  These favorable changes were partially
offset by a $500  or  52.80% decline in other income.  Other income declined due
to a  decline  in  non-recurring  gains on the sale of fixed assets and premiums
earned on  the  sale  of  mortgage  loans.

Noninterest  expense increased by $4,671 or 10.77% for the six months ended June
30,  2000  over  the  comparable period in 1999 due to increases in salaries and
employee  benefits,  amortization  of  intangibles,  data processing expense and
bankcard  processing expense. Salaries and employee benefits increased $2,531 or
12.43%  over the comparable period primarily due to an increase in the number of
employees,  the  addition  of  Exchange  Bank  employees  and  merit  increases.
Amortization  of  intangibles  increased  by  $353 or 12.54% over the comparable
period due to the goodwill related to the acquisition of Exchange Bank and other
branches  recorded  since June 30, 1999.  Data processing expense increased $517
or  15.32%  over  the  comparable  period due to the on-going growth realized by
Bancorporation.  Bankcard  processing  expense  increased by $281 or 13.71% over
the  comparable  period  due  to  increased  bankcard  activity.

Overall, the noninterest margin (noninterest income less noninterest expense) to
average  assets improved from a negative 2.20% for the six months ended June 30,
1999  to  a negative 2.10% for the six months ended June 30, 2000.  This was due
to  a  8  basis point decrease in non-interest expense to average assets and a 2
basis  point  increase in noninterest income to average assets.  This factor had
the  most  measurable  impact  on  the  improvement  in return on assets for the
comparable  periods.

INCOME  TAXES  (DOLLARS  IN  THOUSANDS)

Total  income tax expense increased by $532 or 16.55% for the quarter ended June
30,  2000  over the comparable period in 1999 due to the increase in net income.
Total  income  tax  expense increased by $958 or 15.61% for the six months ended
June  30,  2000  over  the  comparable period in 1999 due to the increase in net
income.  The  effective  tax  rate was 34.5% and 34.8% at June 30, 2000 and June
30,  1999,  respectively.


                               FINANCIAL CONDITION

INVESTMENT  SECURITIES  (DOLLARS  IN  THOUSANDS)

As  of  June  30,  2000,  the investment portfolio totaled $668,525, compared to
$668,600  at  June  30,  1999.  The  investment portfolio has both increased and
decreased since June 30, 1999, but has experienced insignificant overall growth.
Between June 30, 1999 and December 31, 1999, approximately $22,000 of investment
securities  were  purchased  in the Exchange Bank acquisition.  As bonds matured
during  the  latter  part  of  1999, they were invested in federal funds sold to
provide liquidity for potential issues related to Y2K.  Since December 31, 1999,
Bancorporation  invested the excess federal funds sold in investment securities.
Bancorporation  continues  to  invest  primarily  in  short-term U.S. government
obligations  to  minimize  credit, interest rate and liquidity risk.  During the
six months ended June 30, 2000, Bancorporation purchased $60,000 of Federal Home
Loan  Bank ("FHLB") bonds.  The FHLB is a Aaa-rated government sponsored agency.
The  investment  portfolio  consisted  of  92.63% and 92.13% U.S. government and
government  agency  securities  as  of  June  30,  2000  and  June  30,  1999,
respectively.  The  remainder  of the investment portfolio consists of municipal
bonds  and  equity  securities.

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

As  of  June  30, 2000, loans totaled $1,991,812, compared to $1,669,124 at June
30, 1999, an increase of $322,688, or 19.33%, which is the result of normal loan
growth and acquisitions.  Between June 30, 1999 and June 30, 2000, approximately
$61,000  and  $34,567  of  loans  were  acquired  from  Exchange  Bank and other
financial  institutions, respectively. The composition of the loan portfolio has
not shifted significantly since June 30, 1999.  Loan growth was primarily funded
through  core  deposits  and  short-term  borrowed  funds.


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


LOANS  AND  THE  ALLOWANCE  FOR  LOAN  LOSSES  (CONTINUED)

It  is  the  policy  of  Bancorporation to maintain an allowance for loan losses
which  is  adequate  to  absorb  probable losses inherent in the loan portfolio.
Management  believes  that  the provision taken during the six months ended June
30, 2000 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, 2000 and
1999  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.  During the first
quarter of 2000, Bancorporation recorded provision expense of approximately $586
related  to  loans  purchased in three branch acquisitions based on management's
estimate  of  losses  inherent  in  those  loans.

<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:        2000      1999      2000      1999
                                --------  --------  --------  --------
<S>                             <C>       <C>       <C>       <C>
Balance at beginning of period  $34,265   $28,760   $32,972   $28,306
Provision for loan losses         1,994     1,817     3,553     2,480
                                --------  --------  --------  --------
Charge-offs                      (1,140)     (924)   (1,840)   (1,509)
Recoveries                          318       384       752       760
                                --------  --------  --------  --------
Net charge-offs                    (822)     (540)   (1,088)     (749)
                                --------  --------  --------  --------
Balance at end of period        $35,437   $30,037   $35,437   $30,037
                                --------  --------  --------  --------

Nonperforming assets            $ 3,566   $ 2,566   $ 3,566   $ 2,566

Annualized net charge-offs to:
Average loans                       .17%      .13%      .11%      .09%
Loans at end of period              .17%      .13%      .11%      .09%
Allowance for loan losses          9.28%     7.19%     6.14%     4.99%
</TABLE>



FUNDING  SOURCES  (DOLLARS  IN  THOUSANDS)

Bancorporation's  primary  source  of funds is its deposit base.  Total deposits
increased  $269,736 or 13.04% from June 30, 1999 to June 30, 2000.  Between June
30,  1999  and June 30, 2000, approximately $85,228 and $72,890 of deposits were
acquired  from  Exchange  Bank  and  other financial institutions, respectively.
Average  deposits  were  $2,316,614 and $2,056,125 at June 30, 2000 and June 30,
1999,  respectively.

Short-term borrowings in the form of repurchase agreements are another source of
funds.  Short-term  borrowings increased $82,988 or 34.08% from June 30, 1999 to
June 30, 2000.  Average short-term borrowings were $318,328 and $257,565 at June
30,  2000  and  June  30,  1999,  respectively.

CAPITAL  RESOURCES

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

Regulatory  guidelines require a minimum ratio of total capital to risk-adjusted
assets  of  8  percent,  with  at least 50 percent consisting of tangible common
stockholders'  equity  and  a minimum Tier I leverage ratio of 3 percent.  Banks
which  meet  or  exceed a Tier I ratio of 6 percent, a total capital ratio of 10
percent,  and  a  Tier  I  leverage  ratio  of  5  percent  are  considered
well-capitalized  by  regulatory  standards.  The  following  table  details
Bancorporation's  capital  ratios  at  June  30,  2000  and  1999.


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

CAPITAL  RESOURCES  (CONTINUED)

CAPITAL RATIOS                               June 30,
                                       -----------------
                                        2000       1999
                                       ------     ------
Tier I leverage ratio                   8.10%      8.41%
Total risk-based capital ratio          13.2%     14.48%
  Tier I                               11.92%     13.06%
  Tier II                               1.28%      1.42%


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,  1999.


                                     Page 13
<PAGE>

                           PART II - OTHER INFORMATION

Item  1.  Legal  Proceedings

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

Item  2.  Changes  in  Securities

Not  Applicable.

Item  3.  Defaults  upon  Senior  Securities

Not  Applicable.

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

The annual meeting of shareholders of Registrant was held on April 26, 2000.  At
the meeting, Shareholders voted to change the number of Directors to 18 for 2000
with  823,992  votes for, 548 votes against, and 2,127 votes abstaining, and the
18  Nominees  named  in Registrant's Proxy Statement, dated March 24, 2000, were
elected  as  Directors  for  a  term  of  1  year.

The number of votes for the election of directors is as follows:

<TABLE>
<CAPTION>
Nominees                For    Withheld  Against  Abstained
--------------------  -------  --------  -------  ---------
<S>                   <C>      <C>       <C>      <C>
J.B. Apple            825,584     1,083        -          -
R.W. Blackmon         825,559     1,108        -          -
P.M. Bristow          825,584     1,083        -          -
G.H. Broadrick        825,584     1,083        -          -
W.C. Cottingham       825,473     1,194        -          -
J.M. Edwards          825,559     1,108        -          -
W.E. Hancock, III     825,584     1,083        -          -
R.B. Haynes           825,584     1,083        -          -
W.E. Haynes           825,584     1,083        -          -
L.M. Henderson        825,584     1,083        -          -
C.P. Holding          825,584     1,083        -          -
F.B. Holding          825,584     1,083        -          -
D.H. Jordan           825,559     1,108        -          -
E.H. Miller, Jr.      825,559     1,108        -          -
N.W. Morrisette, Jr.  825,559     1,108        -          -
E.P. Palmer           825,584     1,083        -          -
W.E. Sellers          825,559     1,108        -          -
H.F. Sherrill         825,559     1,108        -          -
</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:

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

3.3     Bylaws of the Registrant as amended (incorporated herein by reference to
Exhibit  3.3  of  the  Registrant's  1999  Annual  Report  on  Form  10-K).

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

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

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

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

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

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

     27     Financial  Data  Schedule  (filed  herwith).

(b)  No  reports  on  Form 8-K were filed during the quarter ended June 30, 2000


                                     Page 14
<PAGE>
SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                        FIRST  CITIZENS  BANCORPORATION
                                        OF  SOUTH  CAROLINA,  INC.
                                        (Registrant)


Dated:  August 14, 2000                 By:  /S/  Jay C. Case
        ---------------                      --------------------------------
                                        Jay C. Case, Executive Vice President
                                        (Chief  Financial  Officer)


                                     Page 15
<PAGE>