FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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




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


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

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

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

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

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

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

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

             Class                           Outstanding at October 31, 2002
             -----                           -------------------------------

VOTING COMMON STOCK, $5.00 PAR VALUE                   875,396 SHARES
NON-VOTING COMMON STOCK, $5.00 PAR VALUE                36,409 SHARES


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

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

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



                                                                     SEPTEMBER 30,    DECEMBER 31,    SEPTEMBER 30,
                                                                         2002             2001            2001
                                                                    ---------------  --------------  ---------------
<S>                                                                 <C>              <C>             <C>
ASSETS
Cash and due from banks                                             $      146,033   $     157,998   $      133,670
Federal funds sold                                                          74,800          97,900           97,600
                                                                    ---------------  --------------  ---------------
Total cash and cash equivalents                                            220,833         255,898          231,270
                                                                    ---------------  --------------  ---------------
Investment securities:
    Held-to-maturity, at amortized cost (fair value;
     September 30, 2002-$22,220; December 31,
     2001-$23,729; and September 30, 2001-$26,260)                          21,582          23,309           25,710
    Available-for-sale, at fair value                                      861,418         876,446          852,678
                                                                    ---------------  --------------  ---------------
Total investment securities                                                883,000         899,755          878,388
                                                                    ---------------  --------------  ---------------

Gross loans                                                              2,369,770       2,262,283        2,223,081
    Less: Allowance for loan losses                                        (42,285)        (40,259)         (39,629)
                                                                    ---------------  --------------  ---------------
Net loans                                                                2,327,485       2,222,024        2,183,452
                                                                    ---------------  --------------  ---------------
Premises and equipment                                                     106,927          97,497           98,132
Interest receivable                                                         18,877          20,011           23,901
Intangible assets                                                           37,586          43,648           45,970
Other assets                                                                44,587          35,847           33,237
                                                                    ---------------  --------------  ---------------
             TOTAL ASSETS                                           $    3,639,295   $   3,574,680   $    3,494,350
                                                                    ===============  ==============  ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits:
    Demand                                                          $      568,107   $     507,930   $      492,639
    Time and savings                                                     2,553,315       2,507,024        2,439,272
                                                                    ---------------  --------------  ---------------
Total deposits                                                           3,121,422       3,014,954        2,931,911

Securities sold under agreements to repurchase                             146,023         214,023          220,235
Long-term debt                                                              50,963          50,963           50,963
Other liabilities                                                           24,509          23,825           25,780
                                                                    ---------------  --------------  ---------------
       TOTAL LIABILITIES                                                 3,342,917       3,303,765        3,228,889
                                                                    ---------------  --------------  ---------------
       Commitments and contingencies                                            --              --               --

STOCKHOLDERS' EQUITY:
    Preferred stock                                                          3,173           3,201            3,201
    Non-voting common stock - $5.00 par value, authorized
       1,000,000; issued and outstanding September 30, 2002,
       December 31, 2001 and September 30, 2001 - 36,409                       182             182              182
     Voting common stock - $5.00 par value, authorized 2,000,000;
       issued and outstanding September 30, 2002 - 875,914;
      December 31, 2001 - 889,540; and September 30, 2001                    4,380           4,448            4,478
     - 895,654
    Surplus                                                                 65,081          65,081           65,081
    Undivided profits                                                      203,269         178,399          170,968
    Accumulated other comprehensive income, net of taxes                    20,293          19,604           21,551
                                                                    ---------------  --------------  ---------------
         TOTAL STOCKHOLDERS' EQUITY                                        296,378         270,915          265,461
                                                                    ---------------  --------------  ---------------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $    3,639,295   $   3,574,680   $    3,494,350
                                                                    ===============  ==============  ===============
</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       NINE MONTTHS ENDED
                                                      SEPTEMBER 30,         SEPTEMBER 30,
                                                   ------------------  ----------------------
                                                     2002      2001       2002        2001
                                                   --------  --------  ----------  ----------
<S>                                                <C>       <C>       <C>         <C>
INTEREST INCOME:
   Interest and fees on loans                      $ 42,213  $ 45,582  $  126,016  $  135,681
   Interest on investment securites:
      Taxable                                         9,362    10,915      29,289      31,770
      Non-taxable                                       141       237         456         774
   Federal funds sold                                   326     1,422       1,993       7,065
                                                   --------  --------  ----------  ----------
Total interest income                                52,042    58,156     157,754     175,290
                                                   --------  --------  ----------  ----------

INTEREST EXPENSE:
   Interest on deposits                              13,110    22,133      42,490      70,274
   Interest on short-term borrowings                    714     1,705       2,399       7,507
   Interest on long-term debt                         1,050     1,050       3,149       3,149
                                                   --------  --------  ----------  ----------
Total interest expense                               14,874    24,888      48,038      80,930
                                                   --------  --------  ----------  ----------

Net interest income                                  37,168    33,268     109,716      94,360
Provision for loan losses                             3,518     2,583       6,979       5,186
                                                   --------  --------  ----------  ----------
Net interest income after
   provision for loan losses                         33,650    30,685     102,737      89,174
                                                   --------  --------  ----------  ----------

NONINTEREST INCOME:
   Service charges on deposits                        8,000     6,706      22,674      19,054
   Commissions and fees from fiduciary activities     1,013       702       2,664       1,975
   Fees for other customer services                     359       303       1,098         875
   Mortgage income                                    1,617     1,022       3,705       2,892
   Bankcard discount and fees                         1,583     1,480       4,311       4,075
   Insurance premiums                                   708       629       1,741       1,544
   Gain on sale of investment securities                228       886         228       3,537
   Other                                                566       505       1,696       1,377
                                                   --------  --------  ----------  ----------
Total noninterest income                             14,074    12,233      38,117      35,329
                                                   --------  --------  ----------  ----------

NONINTEREST EXPENSE:
   Salaries and employee benefits                    16,749    13,638      46,887      40,604
   Net occupancy expense                              2,301     2,091       6,689       5,773
   Furniture and equipment expense                    1,534     1,471       4,395       4,323
   Bankcard processing fees                           1,674     1,428       4,558       4,117
   Data processing fees                               2,586     2,516       7,745       7,101
   Professional services                                442       398       1,240       1,542
   Amortization expense                               3,074     2,587       8,200       7,898
   Donations                                            146     1,332         252       2,084
   Other                                              5,129     5,130      15,187      14,829
                                                   --------  --------  ----------  ----------
Total noninterest expense                            33,635    30,591      95,153      88,271
                                                   --------  --------  ----------  ----------
Income before income tax expense                     14,089    12,327      45,701      36,232
Income tax expense                                    4,720     3,791      15,310      11,799
                                                   --------  --------  ----------  ----------
NET INCOME                                         $  9,369  $  8,536  $   30,391  $   24,433
                                                   ========  ========  ==========  ==========

NET INCOME PER COMMON SHARE -
    BASIC AND DILUTED                              $  10.19  $   9.10  $    32.92  $    25.99
WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING-BASIC AND DILUTED            915,576   933,857     919,321     934,882
</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, 2000     $    3,219   $   182  $ 4,499   $ 65,081  $  148,502   $       12,210   $ 233,693
Comprehensive income:
  Net income                                                                   24,433                       24,433
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     taxes of $5,029                                                                             9,341       9,341
                                                                                                         ----------
Total comprehensive income                                                                                  33,774
                                                                                                         ----------
Reacquired preferred stock              (18)                                       (1)                         (19)
Reacquired voting common stock                             (21)                (1,168)                      (1,189)
Common stock dividends                                                           (674)                        (674)
Preferred stock dividends                                                        (124)                        (124)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at September 30, 2001         3,201       182    4,478     65,081     170,968           21,551     265,461
Comprehensive income:
  Net income                                                                    9,443                        9,443
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     benefit of $1,048                                                                          (1,947)     (1,947)
                                                                                                         ----------
Total comprehensive income                                                                                   7,496
                                                                                                         ----------
Reacquired voting common stock                             (30)                (1,746)                      (1,776)
Common stock dividends                                                           (224)                        (224)
Preferred stock dividends                                                         (42)                         (42)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at December 31, 2001          3,201       182    4,448     65,081     178,399           19,604     270,915
Comprehensive income:
  Net income                                                                   30,391                       30,391
  Change in unrealized gain
     on investment securities
     available-for-sale, net of
     taxes of $371                                                                                 689         689
                                                                                                         ----------
Total comprehensive income                                                                                  31,080
                                                                                                         ----------
Reacquired preferred stock              (28)                                       (3)                         (31)
Reacquired voting common stock                             (68)                (4,722)                      (4,790)
Common stock dividends                                                           (673)                        (673)
Preferred stock dividends                                                        (123)                        (123)
                                 -----------  -------  --------  --------  -----------  ---------------  ----------
Balance at September 30, 2002    $    3,173   $   182  $ 4,380   $ 65,081  $  203,269   $       20,293   $ 296,378
                                 ===========  =======  ========  ========  ===========  ===============  ==========
</TABLE>


       SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.


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

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

                                                                                             FOR THE
                                                                                        NINE MONTHS ENDED
                                                                                          SEPTEMBER 30,
                                                                                      ----------------------
                                                                                         2002        2001
                                                                                      ----------------------
<S>                                                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                         $  30,391   $  24,433
   Adjustments to reconcile net income to net cash provided
      by operating activities:
      Provision for loan losses                                                           6,979       5,186
      Depreciation and amortization                                                      13,848      12,939
      Amortization of investment securities                                                 743         455
      Change in deferred taxes                                                             (528)        (60)
      Loss/(Gain) on sale of premises and equipment                                          53         (84)
      Decrease in accrued interest receivable                                             1,134         212
      Decrease in accrued interest payable                                               (3,940)       (289)
      Origination of mortgage loans held-for-resale                                    (210,427)   (207,097)
      Proceeds from sales of mortgage loans held-for-resale                             242,294     185,096
      Gain on sales of mortgage loans held-for-resale                                    (1,624)     (1,184)
      Gain on sales of investment securities                                               (228)     (3,537)
      (Increase)/Decrease in other assets                                                (8,822)        170
      Increase/(Decrease) in other liabilities                                            4,624      (5,338)
                                                                                      ----------------------
   NET CASH PROVIDED BY OPERATING ACTIVITIES                                             74,497      10,902
                                                                                      ======================

CASH FLOWS FROM INVESTING ACTIVITIES:
      Net increase in loans                                                            (144,840)   (122,079)
      Calls, maturities and prepayments of investment securities, available-for-sale    357,716     356,658
      Purchases of investment securities, available-for-sale                           (341,400)   (484,428)
      Calls, maturities and prepayments of investment securities, held-to-maturity        3,231      12,348
      Purchases of investment securities, held-to-maturity                               (2,247)     (4,994)
      Proceeds from sales of premises and equipment                                          90         693
      Purchases of premises and equipment                                               (15,221)    (10,504)
      Decrease/(Increase) in other real estate owned                                        454        (572)
      Increase in intangible assets                                                        (196)     (5,572)
      Purchase of institutions, net of cash acquired                                          -      45,980
                                                                                      ----------------------
         NET CASH USED IN INVESTING ACTIVITIES                                         (142,413)   (212,470)
                                                                                      ======================

CASH FLOWS FROM FINANCING ACTIVITIES:
      Net increase in deposits                                                          106,468     330,702
      Decrease in federal funds purchased and securities sold
         under agreements to repurchase                                                 (68,000)   (148,983)
      Cash dividends paid                                                                  (796)       (798)
      Cash paid to reacquire preferred stock                                                (31)        (19)
      Cash paid to reacquire common stock                                                (4,790)     (1,189)
                                                                                      ----------------------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                                       32,851     179,713
                                                                                      ======================

NET DECREASE IN CASH AND CASH EQUIVALENTS                                               (35,065)    (21,855)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        255,898     253,125
                                                                                      ----------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $ 220,833   $ 231,270
                                                                                      ======================
</TABLE>


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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

BASIS  OF  PRESENTATION

The  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 2002 presentation.  Such reclassifications
had  no  effect  on  shareholders'  equity  or  net  income.

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

NEW  ACCOUNTING  STANDARDS

In  June of 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations."  This  Statement  amends  SFAS  No.  19, "Financial Accounting and
Reporting  by  Oil  and  Gas  Producing Companies."  SFAS No. 143 applies to all
entities  and  addresses  financial  accounting  and  reporting  for obligations
associated  with the retirement of tangible long-lived assets and the associated
asset  retirement  costs  will  be  accounted  for  consistently,  resulting  in
comparability  among financial statements of different entities.  This Statement
is  effective  for  financial statements issued for fiscal years beginning after
June  15, 2002.  Bancorporation will adopt SFAS No. 143 on January 1, 2003.  The
adoption  of  this  Statement  is  not  expected  to  have  a material impact on
Bancorporation's  financial  position  or  results  of  operations.

SFAS  No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was  issued  during the third quarter of 2001. SFAS No. 144 supersedes both SFAS
No.  121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to  Be  Disposed Of," which previously governed impairment of long-lived
assets,  and  the  portions  of  APB  Opinion  No. 30, "Reporting the Results of
Operations  -  Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary,  Usual and Infrequently Occurring Events and Transactions," which
addressed  the disposal of a business segment. This Statement improves financial
reporting  by requiring one accounting model be used for long-lived assets to be
disposed  of  by  sale  and  by  broadening  the  presentation  of  discontinued
operations  to  include  more disposal transactions. Bancorporation adopted SFAS
No.  144  effective  January  1,  2002, and it did not have a material impact on
Bancorporation's  financial  position  or  results  of  operations.

In May of 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4,  44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections as
of  April  2002."  This  Statement  rescinds Statements No. 4 and 64, "Reporting
Gains  and  Losses  from  Extinguishments  of  Debt Made to Satisfy Sinking-Fund
Requirements,"  respectively,  and  restricts  the  classification  of  early
extinguishment of debt as an extraordinary item to the provisions of APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal
of  a Segment of a Business, and Extraordinary, Unusual and Infrequent Occurring
Events  and  Transactions."  The  Statement  also  rescinds  Statement  No,  44,
"Accounting  for  Intangible  Assets  of  Motor  Carriers,"  which  is no longer
necessary  because  the transition to the provisions of the Motor Carrier Act of
1980  is  complete.  The Statement also amends Statement No. 13, "Accounting for
Leases,"  to  eliminate  an  inconsistency  between  the required accounting for
sale-leaseback  transactions  and  the  required  accounting  for  certain lease
modifications  that  have  economic  effects  that are similar to sale-leaseback
transactions.  Finally,  the  Statement  makes  various technical corrections to
existing  pronouncements,  which  are  not  considered  substantive.


                                     Page 6
<PAGE>
The  provisions  of this Statement relating to the rescission of Statement No. 4
and  64  are  effective  for  fiscal  years  beginning  after  May  15,  2002.
Additionally,  there  is  retroactive  application  for  any  gain  or  loss  on
extinguishment  of  debt  that was classified as extraordinary in a prior period
that does not meet the criteria in Opinion No. 30, requiring reclassification of
the gain or loss with the exception of the rescission of Statement No. 4 and 64,
which  will  eliminate  the  extraordinary treatment for extinguishment of debt,
will  be  adopted January 1, 2003.  Bancorporation does not expect the remaining
provisions  of  this  Statement  to  have  a material impact on Bancorporation's
financial  position  or  results  of  operations.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities."  SFAS  No.  146  provides guidance on the
recognition  and  measurement  of  liabilities for costs associated with exit or
disposal  activities.  SFAS No. 146 is effective for exit or disposal activities
that  are  initiated after December 31, 2002.  The adoption of this Statement is
not expected to have a material impact on Bancorporation's financial position or
results  of  operations.

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 accounting 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.

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 Bancorporation's
customers, actions of government regulators, the level of market interest rates,
and  general  economic  conditions.

GOODWILL  AND  OTHER  INTANGIBLES  (DOLLARS  IN  THOUSANDS)

In  accordance  with  SFAS No.142, no goodwill amortization was recorded for the
nine  months  ended  September  30, 2002.  Goodwill amortization expense for the
nine months and quarter ended September 30, 2001 was $171 and $57, respectively.
At  September  30,  2002,  the  total  carrying  amount of intangible assets not
subject  to  amortization  was  $3,217.  The  discontinuation of amortization of
goodwill has had an immaterial effect on Bancorporation's consolidated financial
statements.

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

<TABLE>
<CAPTION>
                                   AS OF           AS OF            AS OF
                               SEPTEMBER 30,    DECEMBER 31,    SEPTEMBER 30,
                                   2002             2001            2001
                              ---------------  --------------  ---------------
<S>                           <C>              <C>             <C>
CORE DEPOSIT INTANGIBLES:

Gross carrying value          $      102,498   $     102,362   $      102,326
Accumulated amortization             (68,129)        (61,930)         (59,624)
                              ---------------  --------------  ---------------
  Balance at end of period    $       34,369   $      40,432   $       42,702
                              ===============  ==============  ===============
</TABLE>

Amortization  expense  on core deposit intangibles was $6,258 and $7,316 for the
nine  months  ended  September  30,  2002  and 2001, respectively.  Amortization
expense  on core deposit intangibles was $1,973 and $2,382 for the quarter ended
September  30,  2002  and  2001,  respectively.


                                     Page 7
<PAGE>
Bancorporation projects the following aggregate amortization expense:

               2002           $8,088
               2003           $6,905
               2004           $6,398
               2005           $4,999
               2006           $3,325


MERGERS  AND  ACQUISITIONS

There  were  no  mergers  or  acquisitions  completed  during  the quarter ended
September  30,  2002.

On  July  3,  2002,  Bancorporation  entered  into  an  Agreement  and  Plan  of
Reorganization  and  Merger  with  CB Financial Corp. ("CBF").  CBF is a Georgia
corporation,  which  operates  as a registered bank holding company and owns all
the  outstanding  shares  of  common  stock  of  Citizens  Bank,  an  insured,
state-chartered Georgia bank headquartered in Warrenton, Georgia.  Citizens Bank
operates  two  banking  offices in McDuffie and Warren counties. As of September
30,  2002,  CBF  has  total unaudited deposits and loans of $40,000 and $19,000,
respectively.  The  merger  was  completed  effective  October  1,  2002.

On  July  15,  2002,  First-Citizens  Bank and Trust of South Carolina  ("Bank")
entered  into a Branch Purchase and Assumption Agreement to acquire two branches
from  an unrelated financial institution with estimated total deposits and loans
of  $17,000  and $3,000, respectively.   On October 25, 2002, the Bank completed
its acquisition of one of the aforementioned branches.  Total deposits and loans
acquired  were  $9,101  and  $2,213, respectively.  The acquisition of the other
branch  is  expected  to  be  completed  during  the  first  quarter  of  2003.

On  September  17,  2002, the Bank signed a Letter of Intent to merge with First
Banks,  Inc.  ("First  Banks"),  a  two-bank  holding  company  headquartered in
Carnesville,  Georgia,  which  is the parent company of First Bank and Trust and
The  Bank  of Toccoa.  As of September 30, 2002, First Banks had total unaudited
consolidated  assets, net loans and deposits of $253,157, $189,451 and $209,298,
respectively.

SUBSEQUENT  EVENTS  (DOLLARS  IN  THOUSANDS)

On  October  23,  2002,  Bancorporation's  Board  of  Directors  declared a $.25
dividend  on common stock to shareholders of record on November 1, 2002, payable
November  15,  2002.


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

                              RESULTS OF OPERATIONS



SUMMARY  (DOLLARS  IN  THOUSANDS)

Net  income  for  the  quarter  and nine months ended September 30, 2002 totaled
$9,369,  or  $10.19  per  common  share and $30,391, or $32.92 per common share,
respectively.  Net  income  for  the quarter and nine months ended September 30,
2001 totaled $8,536, or $9.10 per common share and $24,433, or $25.99 per common
share,  respectively.

The  primary  factors affecting the increase in net income for the quarter ended
September  30, 2002 were a $2,965 or 9.66% increase in net interest income after
provision  for  loan  losses,  and  a  $1,841  or 15.05% increase in noninterest
income.  These  favorable  changes  were  partially  offset by a $3,044 or 9.95%
increase  in  noninterest  expense,  and a $929 or 24.51% increase in income tax
expense.

The  primary  factors  affecting  the increase in net income for the nine months
ended  September  30,  2002  were  a  $13,563 or 15.21% increase in net interest
income  after  provision  for  loan  losses,  and  a $2,788 or 7.89% increase in
noninterest  income.  These  favorable changes were partially offset by a $6,882
or  7.80%  increase  in  noninterest expense, and a $3,511 or 29.76% increase in
income  tax  expense.

Return  on  average  stockholders' equity and average assets are key measures of
earnings  performance.  Return  on  average stockholders' equity for the quarter
ended  September  30,  2002  and  September  30,  2001  was  12.57%  and 12.98%,
respectively.  Return  on  assets  increased  from .97% to 1.01% for the quarter
ended September 30, 2001 and September 30, 2002, respectively.   The increase in
return  on  assets  was  due to a 18 basis point increase in net interest margin
after provision for loan losses to average assets, partially offset by a 4 basis
point  decline  in  non-interest  margin  (noninterest  expense less noninterest
income)  to  average  assets  and  an  increase of 10 basis points in income tax
expense  to  average  assets.

Return  on  average stockholders' equity for the nine months ended September 30,
2002  and  September 30, 2001 was 14.24% and 13.02%, respectively.  The increase
was  primarily  the result of an increase in return on assets from .95% to 1.11%
for  the  nine  months  ended  September  30,  2001  and  September  30,  2002,
respectively.  The  increase  in  return  on  assets was due to a 27 basis point
increase  in  net  interest  margin  after  provision for loan losses to average
assets.  This  was  partially  offset  by a 2 basis point decline in noninterest
margin  to  average  assets  and  an  increase  of 10 basis points in income tax
expense  to  average  assets.

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


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

TABLE  1:  SELECTED  SUMMARY  INFORMATION  (DOLLARS  IN  THOUSANDS)


                                                       AS OF AND FOR THE       AS OF AND FOR THE
                                                         QUARTER ENDED          NINE MONTHS ENDED
                                                         SEPTEMBER 30,           SEPTEMBER 30,
                                                    ------------------------  ------------------------
SELECTED RATIOS:                                        2002         2001         2002         2001
                                                    -----------  -----------  -----------  -----------
<S>                                                 <C>          <C>          <C>          <C>
Return on average assets                                  1.01%         .97%        1.11%         .95%
Return on average stockholders' equity                   12.57%       12.98%       14.24%       13.02%

Return on average common stockholders' equity            12.70%       13.14%       14.40%       13.19%
Yield on average interest-earning assets (tax
  equivalent)                                             4.43%        4.16%        4.40%        4.06%
Average loans to average deposits                        75.27%       74.69%       73.54%       75.01%
Nonperforming assets to total loans                        .30%         .25%         .31%         .25%
Allowance for loan losses to total loans                  1.78%        1.78%        1.78%        1.78%

Allowance for loan losses to nonperforming assets          N/A          N/A        5.99x        7.29x
Average stockholders' equity to average total
  assets                                                  8.10%        7.46%        7.79%        7.32%

Common stockholders' equity to total assets               8.06%        7.51%        8.06%        7.51%

Dividends per common share                          $     0.25   $     0.25   $     0.75   $     0.75
Total risk-based capital ratio                             N/A          N/A        12.89%       12.25%
Tier I risk-based capital ratio                            N/A          N/A        11.63%       11.01%
Tier I leverage ratio                                      N/A          N/A         7.95%        7.19%

SELECTED AVERAGE BALANCES:
Total assets                                        $3,651,191   $3,495,962   $3,662,395   $3,428,205
Interest-earning assets                              3,354,754    3,199,731    3,363,513    3,135,556
Investment securities                                  946,242      852,820      933,552      798,470
Loans                                                2,332,854    2,190,061    2,274,560    2,132,593
Deposits                                             3,099,334    2,932,046    3,092,917    2,842,923
Noninterest-bearing deposits                           550,451      487,866      531,898      472,191
Interest-bearing deposits                            2,548,883    2,444,180    2,561,019    2,370,732
Interest-bearing liabilities                         2,776,401    2,714,707    2,817,201    2,672,778
Stockholders' equity                                   295,755      260,880      285,429      250,923

SELECTED YEAR-TO-DATE BALANCES:
Total assets                                        $3,639,295   $3,494,350   $3,639,295   $3,494,350
Interest-earning assets                              3,327,570    3,199,070    3,327,570    3,199,070
Investment securities                                  883,000      878,388      883,000      878,388
Loans                                                2,369,770    2,223,081    2,369,770    2,223,081
Deposits                                             3,121,422    2,931,911    3,121,422    2,931,911
Noninterest-bearing deposits                           568,107      492,639      568,107      492,639
Interest-bearing deposits                            2,553,315    2,439,272    2,553,315    2,439,272
Interest-bearing liabilities                         2,750,301    2,710,470    2,750,301    2,710,470
Stockholders' equity                                   296,378      265,461      296,378      265,461
</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 nine months
ended  September  30,  2002  and  2001.


                                    Page 10
<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 SEPTEMBER 30,
                                           ---------------------------------------------

                                                                                      YIELD/        CHANGE DUE TO (2)
                                   AVERAGE BALANCE        INTEREST INC/EXP (1)         RATE        ------------------     NET
                                ----------------------  ------------------------  --------------    YIELD               INCREASE
                                   2002        2001        2002         2001       2002    2001     /RATE     VOLUME   (DECREASE)
                                ----------  ----------  -----------  -----------  -------  -----  ---------  --------  -----------
<S>                             <C>         <C>         <C>          <C>          <C>      <C>    <C>        <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                       $2,332,854  $2,190,061  $    42,417  $    45,761    7.21%  8.29%  $ (5,918)  $ 2,574   $   (3,344)
Investment securities:
  Taxable                          934,594     834,636        9,362       10,915    3.97   5.19     (2,545)      992       (1,553)
  Non-taxable                       11,648      18,184          218          365    7.49   8.03        (25)     (122)        (147)
Federal funds sold                  75,658     156,850          326        1,422    1.71   3.60       (749)     (347)      (1,096)
                                ----------  ----------  -----------  -----------                  ---------  --------  -----------

Total interest-earning
assets                           3,354,754   3,199,731       52,323       58,463    6.19   7.25     (9,237)    3,097       (6,140)
                                ----------  ----------  -----------  -----------                  ---------  --------  -----------

NONINTEREST-EARNING
ASSETS:
Cash and due from banks            133,714     137,274
Premises and equipment             105,191      97,676
Other, less allowance for
loan losses                         57,532      61,281
                                ----------  ----------

Total noninterest-earning
assets                             296,437     296,231
                                ----------  ----------

TOTAL ASSETS                    $3,651,191  $3,495,962
                                ----------  ----------

INTEREST-BEARING
LIABILITIES:
Deposits                        $2,548,883  $2,444,180  $    13,110  $    22,133    2.04%  3.59%  $ (9,557)  $   534   $   (9,023)
Securities sold under
 agreements to repurchase          176,555     219,564          714        1,705    1.60   3.08       (819)     (172)        (991)
Long-term debt                      50,963      50,963        1,050        1,050    8.24   8.24          -         -            -
                                ----------  ----------  -----------  -----------                  ---------  --------  -----------


Total interest-bearing
liabilities                      2,776,401   2,714,707       14,874       24,888    2.13   3.64    (10,376)      362      (10,014)
                                ----------  ----------  -----------  -----------                  ---------  --------  -----------

NONINTEREST-BEARING
LIABILITIES:
Demand deposits                    550,451     487,866
Other liabilities                   28,584      32,509
                                ----------  ----------


Total noninterest-bearing
liabilities                        579,035     520,375
                                ----------  ----------


TOTAL LIABILITIES                3,355,436   3,235,082
                                ----------  ----------

Stockholders' equity               295,755     260,880
                                ----------  ----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY            $3,651,191  $3,495,962
                                ==========  ==========

Net interest spread                                                                 4.06%  3.61%
                                                                                  =======  =====
Net interest margin:                                    $    37,449  $    33,575                  $  1,139   $ 2,735   $    3,874
                                                        ===========  ===========                  =========  ========  ===========
  to average assets                                                                 4.07%  3.81%
                                                                                  =======  =====
  to average interest-earning
    assets                                                                          4.43%  4.16%
                                                                                  =======  =====
</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>
<TABLE>
<CAPTION>
TABLE 3: COMPARATIVE AVERAGE BALANCE SHEETS AND TAXABLE EQUIVALENT RATE/VOLUME VARIANCE (DOLLARS IN THOUSANDS)

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

                                                                                   YIELD/       CHANGE DUE TO (2)
                                 AVERAGE BALANCE       INTEREST INC/EXP (1)         RATE       -------------------     NET
                             ----------------------  ------------------------  --------------   YIELD                INCREASE
                                2002        2001        2002         2001       2002    2001     /RATE     VOLUME   (DECREASE)
                             ----------  ----------  -----------  -----------  -------  -----  ---------  --------  -----------
<S>                          <C>         <C>         <C>          <C>          <C>      <C>    <C>        <C>       <C>
INTEREST-EARNING ASSETS:
Loans (3)                    $2,274,560  $2,132,593  $   126,644  $   136,230    7.44%  8.54%  $(17,508)  $ 7,922   $   (9,586)
Investment securities:
  Taxable                       921,047     778,955       29,289       31,770    4.25   5.45     (7,010)    4,529       (2,481)
  Non-taxable                    12,505      19,515          703        1,191    7.50   8.14        (94)     (394)        (488)
Federal funds sold              155,401     204,493        1,993        7,065    1.71   4.62     (4,442)     (630)      (5,072)
                             ----------  ----------  -----------  -----------                  ---------  --------  -----------

Total interest-earning
assets                        3,363,513   3,135,556      158,629      176,256    6.31   7.52    (29,054)   11,427      (17,627)
                             ----------  ----------  -----------  -----------                  ---------  --------  -----------

NONINTEREST-EARNING
ASSETS:
Cash and due from banks         139,085     133,645
Premises and equipment          102,290      95,853
Other, less allowance for
loan losses                      57,507      63,151
                             ----------  ----------

Total noninterest-earning
assets                          298,882     292,649
                             ----------  ----------

TOTAL ASSETS                 $3,662,395  $3,428,205
                             ----------  ----------

INTEREST-BEARING
LIABILITIES:
Deposits                     $2,561,019  $2,370,732  $    42,490  $    70,274    2.22%  3.96%  $(30,952)  $ 3,168   $  (27,784)
Securities sold under
  agreements to repurchase      205,219     251,083        2,399        7,507    1.56   4.00     (4,571)     (537)      (5,108)
Long-term debt                   50,963      50,963        3,149        3,149    8.24   8.24          -         -            -
                             ----------  ----------  -----------  -----------                  ---------  --------  -----------

Total interest-bearing
liabilities                   2,817,201   2,672,778       48,038       80,930    2.28   4.05    (35,523)    2,631      (32,892)
                             ----------  ----------  -----------  -----------                  ---------  --------  -----------

NONINTEREST-BEARING
LIABILITIES:
Demand deposits                 531,898     472,191
Other liabilities                27,867      32,313
                             ----------  ----------

Total noninterest-
bearing
liabilities                     559,765     504,504
                             ----------  ----------


Total liabilities             3,376,966   3,177,282
                             ----------  ----------

Stockholders' equity            285,429     250,923
                             ----------  ----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY         $3,662,395  $3,428,205
                             ==========  ==========

Interest rate spread                                                             4.03%  3.47%
                                                                               =======  =====
Net interest margin:                                 $   110,591  $    95,326                  $  6,469   $ 8,796   $   15,265
                                                     ===========  ===========                  =========  ========  ===========
   to average assets                                                             4.04%  3.72%
                                                                               =======  =====
   to average interest
   -earning assets                                                               4.40%  4.06%
                                                                               =======  =====
</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 12
<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 $3,874 or 11.54% for the
quarter  ended  September  30,  2002,  over  the comparable period in 2001.  Net
interest  margin  to  average  assets increased from 3.81% for the quarter ended
September  30,  2001 to 4.07% for the quarter ended September 30, 2002.  This is
attributable  to a 27 basis point increase in the net interest margin to average
interest-earning  assets.

Net  interest margin to average interest-earning assets increased from 4.16% for
the  quarter  ended  September 30, 2001 to 4.43% for the quarter ended September
30,  2002.  This  was  primarily attributable to an increase in the net interest
spread  from  3.61%  for  the  quarter ended September 30, 2001 to 4.06% for the
quarter  ended  September 30, 2002.  The increase in the net interest spread was
due  to  the  decrease in the cost of interest-bearing liabilities exceeding the
decrease  in  interest  earned  on  interest-earning  assets.  The  yield  on
interest-earning assets decreased from 7.25% for the quarter ended September 30,
2002  to 6.19% for the quarter ended September 30, 2001, or by 106 basis points,
while the cost of interest-bearing liabilities decreased from 3.64% to 2.13%, or
by  151  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.  Decreases in yields and rates are due to the
declining  interest  rate  environment.

CURRENT  YEAR-TO-DATE  PERIOD  COMPARED  TO  PRIOR  YEAR-TO-DATE  PERIOD
------------------------------------------------------------------------
Net  interest  income  on a tax equivalent basis increased $15,265 or 16.01% for
the  nine  months  ended September 30, 2002, over the comparable period in 2001.
Net  interest  margin to average assets increased from 3.72% for the nine months
ended  September 30, 2001 to 4.04% for the nine months ended September 30, 2002.
This  is attributable to a 34 basis point increase in the net interest margin to
average  interest-earning  assets.

Net  interest margin to average interest-earning assets increased from 4.06% for
the  nine  months  ended  September  30, 2001 to 4.40% for the nine months ended
September  30,  2002.  This was primarily attributable to an increase in the net
interest spread from 3.47% for the nine months ended September 30, 2001 to 4.03%
for  the nine months ended September 30, 2002.  The increase in the net interest
spread  was  due  to  the  decrease  in the cost of interest-bearing liabilities
exceeding the decrease in interest earned on interest-earning assets.  The yield
on  interest-earning  assets  decreased from 7.52% for the nine months September
30,  2001 to 6.31% for the nine months ended September 30, 2002, or by 121 basis
points,  while  the cost of interest-bearing liabilities decreased from 4.05% to
2.28%,  or  by  177 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.  Decreases in yields and rates
are  due  to  the  declining  interest  rate  environment.

NONINTEREST  INCOME  AND  EXPENSE  (DOLLARS  IN  THOUSANDS)

CURRENT  QUARTER  COMPARED  TO  PRIOR  YEAR  QUARTER
----------------------------------------------------
Noninterest income increased by $1,841 or 15.05% for the quarter ended September
30,  2002,  over  the  comparable  period  in 2001 primarily due to increases in
service  charges  on  deposits,  mortgage  income, and commissions and fees from
fiduciary  activities, offset by a decrease in gains from the sale of investment
securities.  Service  charges on deposits increased by $1,294 or 19.30% over the
comparable period primarily due to overall deposit growth and an increase in NSF
fees.  These  increases  were  partially offset by a decrease in gain on sale of
investment securities of $658. Mortgage income increased by $595, or 58.22%, due
to  a  $459  and  a  $135  increase  in  the  gain on sale of mortgage loans and
servicing  income,  respectively. Commissions and fees from fiduciary activities
increased  by  $311,  or  44.30%,  primarily  due  to  increased  trust  income.

Noninterest  expense  increased  by  $3,044,  or  9.95%,  for  the quarter ended
September  30,  2002  over  the  comparable  period  in 2001 due to increases in
salaries and employee benefits and amortization of intangibles.  These increases
were  offset  by  a  decrease  in  donations.


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

NONINTEREST  INCOME  AND  EXPENSE  (CONTINUED)

Salaries  and  employee  benefits  increased  by  $3,111,  or 22.81%, during the
quarter primarily due to an increase in the number of employees, merit increases
and increasing health insurance costs.  Amortization of intangibles increased by
$487,  or  18.82%,  due  primarily  to  $820  of  impairment  recorded  on
Bancorporation's  mortgage  servicing  rights during the quarter.  The effect on
amortization  was  offset  by  a  decline in amortization expense related to the
run-off  of  core  deposit  intangibles  on  former  branch  acquisitions.

In  2001,  Bancorporation  funded  First Citizens Foundation through the sale of
certain of its equity securities to make charitable donations.  The increases in
noninterest  expense  noted  above were offset by a $1,186 decrease in donations
during  the  quarter.  The  donations  in  2001  were  primarily  funded through
Bancorporation's  security  gains  in  2001.


CURRENT  YEAR-TO-DATE  PERIOD  COMPARED  TO  PRIOR  YEAR-TO-DATE  PERIOD
------------------------------------------------------------------------
Noninterest  income  increased  by  $2,788  or  7.89%  for the nine months ended
September  30,  2002,  over  the  comparable  period in 2001 due to increases in
service  charges  on  deposits,  mortgage  income  and commissions and fees from
fiduciary  activities. Service charges on deposits increased by $3,620 or 19.00%
over  the  comparable  period,  primarily  due  to overall deposit growth and an
increase  in  NSF  fees.  Mortgage income increased by $813, or 28.11%, due to a
$440  and  $373  increase  in  the  gain on sale of mortgage loans and servicing
income,  respectively.  Commissions and fees from fiduciary activities increased
by  $689,  or  34.89%,  primarily  due  to  increased  trust  income.

Noninterest  expense  increased  by  $6,882  or  7.80% for the nine months ended
September  30,  2002  over  the  comparable  period  in 2001 due to increases in
salaries  and  employee  benefits  expense,  net  occupancy  expense,  and  data
processing  expense.  Salaries and employee benefits expense increased $6,283 or
15.47%  over the comparable period primarily due to an increase in the number of
employees,  merit  increases and increased health insurance costs. Net occupancy
expense  increased by $916 or 15.87% over the comparable period primarily due to
an  increase  in depreciation expense. Data processing expense increased $644 or
9.07%  over  the  comparable  period  due to the on-going growth realized in the
number  of  loan  and deposit accounts processed by Bancorporation's third-party
processor.  These increases were offset by a $1,832 decrease in donations during
the  period.  See  discussion in the quarter to quarter analysis regarding First
Citizens  Foundation.



INCOME  TAXES  (DOLLARS  IN  THOUSANDS)

Total  income  tax  expense  increased  by  $929 or 24.51% for the quarter ended
September 30, 2002 over the comparable period in 2001 due to the increase in net
income.  Total  income  tax  expense  increased by $3,511 or 29.76% for the nine
months  ended  September  30, 2002 over the comparable period in 2001 due to the
increase  in  net  income.  The  effective  tax  rate  was  33.50% and 32.57% at
September  30,  2002  and  September  30,  2001,  respectively.


                                    Page 14
<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS OF OPERATIONS AND FINANCIAL
CONDITION  (CONTINUED)
--------------------------------------------------------------------------------

                               FINANCIAL CONDITION

INVESTMENT SECURITIES (DOLLARS IN THOUSANDS)

As of September 30, 2002, the investment portfolio totaled $883,000, compared to
$878,388 at September 30, 2001.  Bancorporation continues to invest primarily in
short-term U.S. government obligations and agency securities to minimize credit,
interest  rate and liquidity risk.  The investment portfolio consisted of 94.16%
and  94.27%  U.S.  government and agency securities as of September 30, 2002 and
September  30,  2001,  respectively.  The  remainder of the investment portfolio
consists  of  municipal  bonds  and  equity  securities.


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

As  of  September  30, 2002, loans totaled $2,369,770, compared to $2,223,081 at
September  30,  2001,  an increase of $146,689, or by 6.60%.  The composition of
the loan portfolio has not shifted significantly since September 30, 2001.  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 nine months ended September 30,
2002 was appropriate to provide an allowance for loan losses which considers the
past  experience of charge-offs, the level of past due and nonaccrual loans, the
size  and mix of the loan portfolio, credit classifications and general economic
conditions  in  Bancorporation's  market  areas.

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

<TABLE>
<CAPTION>
                                     AS OF AND FOR THE       AS OF AND FOR THE
                                       QUARTER ENDED         NINE MONTHS ENDED
                                       SEPTEMBER 30,           SEPTEMBER 30,
                                -----------------------  -----------------------
ALLOWANCE FOR LOAN LOSSES:           2002         2001        2002         2001
                                ----------  -----------  ----------  -----------
<S>                             <C>         <C>          <C>         <C>
Balance at beginning of period  $  40,740   $   38,459   $  40,259   $   37,001
Provision for loan losses           3,518        2,583       6,979        5,186
                                ----------  -----------  ----------  -----------
Charge-offs                        (2,322)      (1,784)     (6,121)      (3,645)
Recoveries                            349          371       1,168        1,087
                                ----------  -----------  ----------  -----------
Net charge-offs                    (1,973)      (1,413)     (4,953)      (2,558)
                                ----------  -----------  ----------  -----------
Balance at end of period        $  42,285   $   39,629   $  42,285   $   39,629
                                ----------  -----------  ----------  -----------

Nonperforming assets            $   7,062   $    5,434   $   7,062   $    5,434

Annualized net charge-offs to:
   Average loans                      .34%         .26%        .29%         .16%
   Loans at end of period             .33%         .25%        .28%         .15%
   Allowance for loan losses        18.66%       14.26%      15.62%        8.61%
</TABLE>

FUNDING SOURCES (DOLLARS IN THOUSANDS)

Bancorporation's  primary  source  of funds is its deposit base.  Total deposits
increased  $189,511  or  by 6.46% from September 30, 2001 to September 30, 2002.
Average  deposits  were  $3,092,917  and  $2,842,923  at  September 30, 2002 and
September  30,  2001,  respectively.

Short-term  borrowings  in  the  form  of  securities  sold  under agreements to
repurchase are another source of funds.  Short-term borrowings decreased $74,212
or  33.70%  from  September  30, 2001 to September 30, 2002.  Average short-term
borrowings  were  $205,219  and $251,083 at September 30, 2002 and September 30,
2001,  respectively.


                                    Page 15
<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS OF OPERATIONS AND FINANCIAL
CONDITION  (CONTINUED)
--------------------------------------------------------------------------------


CAPITAL  RESOURCES

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

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

CAPITAL RATIOS                                   SEPTEMBER 30,
                                               -----------------
                                               2002        2001
                                               -----      ------
Tier I leverage ratio                          7.95%       7.19%
Total risk-based capital ratio                12.89%      12.25%
   Tier I                                     11.63%      11.01%
   Tier II                                     1.26%       1.24%


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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


ITEM  4.  CONTROLS  AND  PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures
     Within  90  days  prior to the date of this report (the "Evaluation Date"),
     Bancorporations's Chief Executive Officer and Chief Financial Officer  have
     evaluated  the  disclosure controls and procedures and concluded that these
     controls  and  procedures  are  effective.

(b)  Changes  in  Internal  Controls
     There were no significant changes in Bancorporation's internal controls or
     in other factors that could significantly affect those controls subsequent
     to the Evaluation Date.


                                    Page 16
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL  PROCEEDINGS

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

ITEM 2.  CHANGES  IN  SECURITIES

Not  Applicable.

ITEM 3.  DEFAULTS  UPON  SENIOR  SECURITIES

Not  Applicable.

ITEM 4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

Not  Applicable.

ITEM 5.  OTHER  INFORMATION

Not  Applicable.

ITEM 6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

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

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

          (b)  The  following  Form  8-K's  were  filed during the quarter ended
               September  30,  2002.

               Form 8-K filed on July 5, 2002, reporting that Registrant entered
               into  a  definitive  agreement  to  acquire  CB  Financial  Corp.

               Form  8-K  filed on September 30, 2002, reporting that Registrant
               had  consummated  the  merger  with  CB  Financial  Corp.

               Form  8-K  filed  on  September  17,  2002,  reporting  that
               Registrant  's  wholly-owned  subsidiary  First Citizens Bank and
               Trust  Company  had entered into a letter of intent to merge with
               First  Banks,  Inc.


                                    Page 17
<PAGE>
SIGNATURES

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


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


Dated:  November 13, 2002
                                          By:  /s/  Craig L. Nix
                                             -------------------------------
                                             Craig L. Nix
                                             Chief Financial Officer



                                    Page 18
<PAGE>
                                  CERTIFICATION

     I,  Jim  B.  Apple,  certify  that:

1.   I have reviewed this quarterly report on Form 10-Q of First Citizens
Bancorporation of South Carolina, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.   The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the Registrant's disclosures controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Registrant's ability to
          record, process, summarize and report financial data and have
          identified for the Registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls; and

6.   The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002                       /s/  Jim B. Apple
                                               ---------------------------------
                                               Jim B. Apple
                                               Chief Executive Officer


                                    Page 19
<PAGE>
                                  CERTIFICATION

     I,  Craig  L.  Nix,  certify  that:

1.   I have reviewed this quarterly report on Form 10-Q of First Citizens
Bancorporation of South Carolina, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.   The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the Registrant's disclosures controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Registrant's ability to
          record, process, summarize and report financial data and have
          identified for the Registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls; and

6.   The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002                    /s/  Craig L. Nix
                                            ------------------------------------
                                            Craig L. Nix
                                            Chief Financial Officer


                                    Page 20
<PAGE>
                                  CERTIFICATION
                      (PURSUANT TO 18 U.S.C. SECTION 1350)



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




Date:  November 13, 2002                      /s/  Jim B. Apple
                                              --------------------------------
                                              Jim B. Apple
                                              Chief Executive Officer



Date:  November 13, 2002                      /s/  Craig L. Nix
                                              --------------------------------
                                              Craig L. Nix
                                              Chief Financial Officer


                                    Page 21
<PAGE>
                                  EXHIBIT INDEX

     11   Statement of Re Computation of Net Income per Share


<PAGE>