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,  1999     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, 1999
                 -----                         ----------------------------

     VOTING COMMON STOCK, $5.00 PAR VALUE              882,766 SHARES
     NON-VOTING COMMON STOCK, $5.00 PAR VALUE           36,409 SHARES

<PAGE>
<TABLE>
<CAPTION>
FIRST  CITIZENS  BANCORPORATION  OF  SOUTH  CAROLINA  AND  SUBSIDIARIES

PART  I  -  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS

CONSOLIDATED  BALANCE  SHEETS  -  UNAUDITED  (DOLLARS  IN  THOUSANDS)

                                                                 JUNE 30,     December 31,    June 30,
                                                                   1999           1998          1998
                                                                -----------  --------------  -----------
<S>                                                             <C>          <C>             <C>
ASSETS
Cash and due from banks. . . . . . . . . . . . . . . . . . . .  $  116,823   $     115,795   $   96,354

Investment securities:
  Held-to-maturity . . . . . . . . . . . . . . . . . . . . . .      23,299         591,286      584,746
  Available-for-sale . . . . . . . . . . . . . . . . . . . . .     645,301          32,542       37,927
                                                                -----------  --------------  -----------
Total securities . . . . . . . . . . . . . . . . . . . . . . .     668,600         623,828      622,673
Federal funds sold . . . . . . . . . . . . . . . . . . . . . .       1,700          64,000            0
Gross loans. . . . . . . . . . . . . . . . . . . . . . . . . .   1,669,124       1,573,069    1,506,088
  Less:  Reserve for loan losses . . . . . . . . . . . . . . .     (30,037)        (28,306)     (27,558)
                                                                -----------  --------------  -----------
Net loans. . . . . . . . . . . . . . . . . . . . . . . . . . .   1,639,087       1,544,763    1,478,530
Other real estate owned. . . . . . . . . . . . . . . . . . . .         133             402          568
Other assets . . . . . . . . . . . . . . . . . . . . . . . . .     135,724         134,980      123,393
                                                                -----------  --------------  -----------
     TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . .  $2,562,067   $   2,483,768   $2,321,518
                                                                ===========  ==============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
  Demand . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  376,823   $     354,239   $  341,986
  Time & Savings . . . . . . . . . . . . . . . . . . . . . . .   1,691,623       1,683,248    1,563,427
                                                                -----------  --------------  -----------
Total deposits . . . . . . . . . . . . . . . . . . . . . . . .   2,068,446       2,037,487    1,905,413
Federal funds purchased. . . . . . . . . . . . . . . . . . . .           0               0        4,000
Securities sold under repurchase agreements. . . . . . . . . .     243,518         204,702      177,806
Long-term debt:. . . . . . . . . . . . . . . . . . . . . . . .      50,000          50,000       50,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . .      16,672          17,404       15,014
                                                                -----------  --------------  -----------
     TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . .   2,378,636       2,309,593    2,152,233

Stockholders' Equity:
  Preferred stock. . . . . . . . . . . . . . . . . . . . . . .       3,282           3,282        3,282
  Non-voting common stock - $5.00 par value, authorized
    1,000,000; issued and outstanding June 30, 1999,
    December 31, 1998 and June 30, 1998 - 36,409 . . . . . . .         182             182          182
  Voting common stock - $5.00 par value, authorized 2,000,000;
    issued and outstanding June 30, 1999 - 882,766;
   December 31, 1998 - 885,275; and June 30, 1998 - 891,748. .       4,414           4,426        4,459
  Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . .      55,000          55,000       55,000
  Undivided profits. . . . . . . . . . . . . . . . . . . . . .     113,402         102,888       93,789
  Accumulated other comprehensive income . . . . . . . . . . .       7,151           8,397       12,573
                                                                -----------  --------------  -----------
     TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . .     183,431         174,175      169,285
                                                                -----------  --------------  -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . .  $2,562,067   $   2,483,768   $2,321,518
                                                                ===========  ==============  ===========
</TABLE>

                                        2
<PAGE>
<TABLE>
<CAPTION>
FIRST  CITIZENS  BANCORPORATION  OF  SOUTH  CAROLINA  AND  SUBSIDIARIES

CONSOLIDATED  STATEMENTS  OF  INCOME  -  UNAUDITED
(DOLLARS  IN  THOUSANDS,  EXCEPT  FOR  PER  SHARE  AMOUNTS)

                                                  QUARTER ENDED               SIX MONTHS ENDED
                                                     JUNE 30,                     JUNE 30,
                                           ---------------------------  ---------------------------
                                             1999      1998       %       1999      1998       %
                                           --------  --------  -------  --------  --------  -------
<S>                                        <C>       <C>       <C>      <C>       <C>       <C>
INTEREST INCOME AND FEES:
  Loans . . . . . . . . . . . . . . . . .  $ 33,821  $ 32,065    5.48   $ 66,447  $ 62,978    5.51
  United States Government obligations. .     7,922     8,360   (5.24)    15,575    16,109   (3.31)
  Mortgage-backed securities. . . . . . .         8        15  (46.67)        17        32  (46.88)
  Tax-exempt securities . . . . . . . . .       324       390  (16.92)       666       840  (20.71)
  Other securities and federal funds sold       742       633   17.22      1,996     1,506   32.54
                                           --------  --------           --------  --------
                                             42,817    41,463    3.27     84,701    81,465    3.97
                                           --------  --------           --------  --------
INTEREST EXPENSE:
  Deposits. . . . . . . . . . . . . . . .    14,333    14,975   (4.29)    28,853    29,684   (2.80)
  Short-term borrowings . . . . . . . . .     2,826     2,421   16.73      5,703     4,879   16.89
  Long-term borrowings. . . . . . . . . .     1,031     1,145   (9.96)     2,062     1,507   36.83
                                           --------  --------           --------  --------
                                             18,190    18,541   (1.89)    36,618    36,070    1.52
                                           --------  --------           --------  --------

Net interest income . . . . . . . . . . .    24,627    22,922    7.44     48,083    45,395    5.92
Provision for loan losses . . . . . . . .     1,817     2,001   (9.20)     2,480     2,282    8.68
                                           --------  --------           --------  --------
Net interest income after
  provision for loan losses . . . . . . .    22,810    20,921    9.03     45,603    43,113    5.78
                                           --------  --------           --------  --------

NONINTEREST INCOME:
  Service charges on deposit accounts . .     4,624     4,168   10.94      8,724     7,889   10.58
  Fees for other customer services. . . .     2,707     2,443   10.81      5,148     4,737    8.68
  Gain on sale of securities. . . . . . .         8        28  (71.43)         8        28  (71.43)
  Other . . . . . . . . . . . . . . . . .       590       636   (7.23)     1,558     1,263   23.36
                                           --------  --------           --------  --------
                                              7,929     7,275    8.99     15,438    13,917   10.93
                                           --------  --------           --------  --------
NONINTEREST EXPENSE:
  Salaries and employee benefits. . . . .     9,970     8,918   11.80     20,356    17,668   15.21
  Net occupancy expense . . . . . . . . .       717       710    0.99      1,550     1,458    6.31
  Furniture and equipment expense . . . .       519       476    9.03      1,044       910   14.73
  Depreciation expense. . . . . . . . . .     1,832     1,230   48.94      3,513     2,607   34.75
  Amortization of intangibles . . . . . .     1,402     1,905  (26.40)     2,814     3,919  (28.20)
  Other . . . . . . . . . . . . . . . . .     7,022     6,328   10.97     14,098    12,096   16.55
                                           --------  --------           --------  --------
                                             21,462    19,567    9.68     43,375    38,658   12.20
                                           --------  --------           --------  --------

Income before income taxes. . . . . . . .     9,277     8,629    7.51     17,666    18,372   (3.84)
Income taxes. . . . . . . . . . . . . . .     3,214     2,965    8.40      6,138     6,389   (3.93)
                                           --------  --------           --------  --------

NET INCOME. . . . . . . . . . . . . . . .  $  6,063  $  5,664    7.04   $ 11,528  $ 11,983   (3.80)
                                           ========  ========           ========  ========

NET INCOME PER COMMON SHARE -
BASIC AND DILUTED . . . . . . . . . . . .  $   6.55  $   6.01    8.97   $  12.44  $  12.81   (2.86)

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING. . . . . . . . . . . .   919,175   928,819   (1.04)   919,520   929,024   (1.02)
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>
FIRST  CITIZENS  BANCORPORATION  OF  SOUTH  CAROLINA  AND  SUBSIDIARIES

CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY  -  UNAUDITED
(DOLLARS  IN  THOUSANDS)

                                                  Non-                                       Accumulated      Total
                                                 Voting    Voting                               Other         Stock-
                                     Preferred   Common    Common              Undivided    Comprehensive    holders'
                                       Stock      Stock    Stock    Surplus     Profits        Income         Equity
                                     ----------  -------  --------  --------  -----------  ---------------  ----------
<S>                                  <C>         <C>      <C>       <C>       <C>          <C>              <C>
Balance at December 31, 1997. . . .  $    3,282  $   182  $ 4,464   $ 55,000  $   82,287   $       13,203   $ 158,418
Comprehensive income:
  Net income                                                                      11,983
  Change in unrealized losses
     on investment securities
     available-for-sale, net of tax
     benefit of $339                                                                                 (630)
Total comprehensive income                                                                                     11,353
Reacquired voting common stock                                 (5)                  (396)                        (401)
Preferred stock dividends                                                            (85)                         (85)
                                     ----------  -------  --------  --------  -----------  ---------------  ----------
Balance at June 30, 1998. . . . . .       3,282      182    4,459     55,000      93,789           12,573     169,285
Comprehensive income:
  Net income                                                                      11,635
  Change in unrealized losses
     on investment securities
     available-for-sale, net of tax
     benefit of $2,249                                                                             (4,176)
Total comprehensive income                                                                                      7,459
Reacquired voting common stock                                (33)                (2,450)                      (2,483)
Preferred stock dividends                                                            (86)                         (86)
                                     ----------  -------  --------  --------  -----------  ---------------  ----------
Balance at December 31, 1998. . . .       3,282      182    4,426     55,000     102,888            8,397     174,175
Comprehensive income:
  Net income                                                                      11,528
  Change in unrealized losses
     on investment securities
     available-for-sale, net of tax
     benefit of $671                                                                               (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
                                     ==========  =======  ========  ========  ===========  ===============  ==========
</TABLE>

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

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

                                                                            Six Months Ended
                                                                                June 30,
                                                                         ----------------------
                                                                            1999        1998
                                                                         ----------  ----------
<S>                                                                      <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  11,528   $  11,983
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Provision for loan losses . . . . . . . . . . . . . . . . . . . . .      2,480       2,282
    Depreciation and amortization . . . . . . . . . . . . . . . . . . .      6,114       6,523
    Amortization of investment securities . . . . . . . . . . . . . . .        313         240
    Provision for deferred income taxes . . . . . . . . . . . . . . . .    (14,755)    (13,504)
    Gains on sales of premises and equipment. . . . . . . . . . . . . .       (173)        (60)
    Increase in interest income accrued, not collected. . . . . . . . .         (9)     (2,164)
    (Decrease)/increase in accrued interest payable . . . . . . . . . .       (535)        416
    Originations of loans held for resale . . . . . . . . . . . . . . .    (81,245)    (69,608)
    Proceeds from sales of loans held for resale. . . . . . . . . . . .     86,254      69,029
    Gains on sales of loans held for resale . . . . . . . . . . . . . .       (421)       (240)
    Decrease in other assets. . . . . . . . . . . . . . . . . . . . . .     14,636      12,467
   (Decrease)/increase in other liabilities . . . . . . . . . . . . . .       (197)        610
                                                                         ----------  ----------
  NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . . . .     23,990      17,974
                                                                         ==========  ==========

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net increase in loans . . . . . . . . . . . . . . . . . . . . . . .   (101,392)    (77,691)
    Calls, maturities and prepayments of securities, available-for-sale    153,306           0
    Purchases of investment securities, available-for-sale. . . . . . .   (201,890)     (6,998)
    Calls, maturities and prepayments of securities, held-to-maturity .      2,642      34,523
    Purchases of investment securities, held-to-maturity. . . . . . . .     (1,060)    (62,998)
    Net decrease in interest bearing deposits in financial institutions          0       7,700
    Decrease in federal funds sold. . . . . . . . . . . . . . . . . . .     62,300      11,900
    Proceeds from sales of premises and equipment . . . . . . . . . . .      3,068         901
    Purchases of premises and equipment . . . . . . . . . . . . . . . .     (8,420)    (13,448)
    Decrease in other real estate owned . . . . . . . . . . . . . . . .        269           4
    Net decrease in intangible assets . . . . . . . . . . . . . . . . .       (534)       (451)
                                                                         ----------  ----------
      NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . .    (91,711)   (106,558)
                                                                         ==========  ==========

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in deposits. . . . . . . . . . . . . . . . . . . . . .     30,959      25,993
    Increase/(decrease) in federal funds purchased and securities sold
      under agreements to repurchase. . . . . . . . . . . . . . . . . .     38,816      (2,362)
    Net increase in long term borrowing . . . . . . . . . . . . . . . .          0      52,000
    Principal repayments on long-term debt. . . . . . . . . . . . . . .          0     (16,483)
    Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . .        (84)        (85)
    Reacquired common stock . . . . . . . . . . . . . . . . . . . . . .       (942)       (401)
                                                                         ----------  ----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . . . .     68,749      58,662
                                                                         ==========  ==========

INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS. . . . . . . . . . . . .      1,028     (29,922)
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD. . . . . . . . . . . . .    115,795     126,276
                                                                         ----------  ----------
CASH AND DUE FROM BANKS AT END OF PERIOD. . . . . . . . . . . . . . . .  $ 116,823   $  96,354
                                                                         ==========  ==========
</TABLE>

                                        5
<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
--------------------------------------------------------------------------------
SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
(DOLLARS  IN  THOUSANDS)

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 1998.  The significant accounting policies used during the current
quarter are unchanged from those disclosed in the 1998 Annual Report, except for
the  following:

In  June  1999,  the  FASB  issued  SFAS  No.  137,  "Accounting  for Derivative
Instruments  and  Hedging  Activities-Deferral  of  the  Effective  Date of FASB
Statement  No.  133-an  amendment  of  FASB  Statement  No. 133".  SFAS No. 133,
"Accounting  for  Derivative  Instruments and Hedging Activities", was issued in
June  1998.  It  establishes  accounting  and reporting standards for derivative
instruments,  including  certain  derivative  instruments  embedded  in  other
contracts, and for hedging activities. SFAS No. 133 requires that all derivative
instruments  be  recorded  on the balance sheet at their fair value.  Changes in
the  fair  value  of derivatives are recorded each period in current earnings or
other  comprehensive  income  depending on whether a derivative is designated as
part  of a hedge transaction and, if it is, the type of hedge transaction.  SFAS
No.  133,  as  issued,  is effective for all fiscal quarters of all fiscal years
beginning  after  June 15, 1999, with earlier adoption encouraged.  SFAS No. 137
amended  SFAS  No.  133 by delaying the effective date to all fiscal quarters of
all fiscal years beginning after June 15, 2000.  The FASB continues to encourage
early  adoption  of  SFAS  No.  133.

Bancorporation  adopted  SFAS  No.  133 effective January 1, 1999.  Accordingly,
although  Bancorporation does not have derivative instruments, management, as of
January  1, 1999, has elected to transfer the U.S. Government obligation portion
of  its  held-to-maturity  securities  into  the available-for-sale category, as
permitted  by  SFAS  No.  133.  The  total transferred to the available-for-sale
category was $568,944 with an adjustment to stockholders' equity for $1,854, net
of  tax  effect  of  $998.

In  October  1998, the FASB issued SFAS No. 134, "Accounting for Mortgage Backed
Securities  Retained  After  the  Securitization of Mortgages Held for Sale by a
Mortgage Banking Enterprise". SFAS No. 134 requires that after an entity that is
engaged  in  mortgage banking activities has securitized mortgage loans that are
held-for-sale,  it  must  classify  the  resulting mortgage-backed securities or
other  retained  interests based on its ability and intent to sell or hold those
investments.  The  statement  is  effective  for  fiscal  years  beginning after
December  15,  1998.  Bancorporation adopted SFAS No. 134 as of January 1, 1999.
The  effect  of  adoption  is  immaterial.

                                        6
<PAGE>
MANAGEMENT'S  OPINION

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 financial
statements  have  been  recorded.  Certain  amounts  in  prior periods have been
reclassified  to  conform  to  the  1999  presentation.


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS
--------------------------------------------------------------------------------

SUMMARY  (dollars  in  thousands)

<TABLE>
<CAPTION>
                                                Quarter Ended            Six Months Ended
                                                   June 30,                  June 30,
                                           ------------------------  ------------------------
SELECTED AVERAGE BALANCES:                    1999         1998         1999         1998
-----------------------------------------  -----------  -----------  -----------  -----------
<S>                                        <C>          <C>          <C>          <C>
Total assets. . . . . . . . . . . . . . .  $2,558,364   $2,327,745   $2,538,408   $2,296,540
Gross loans . . . . . . . . . . . . . . .   1,621,430    1,472,238    1,605,460    1,452,337
Short-term borrowed funds . . . . . . . .     253,411      196,325      257,565      200,731
Long-term debt. . . . . . . . . . . . . .      50,000       55,735       50,000       37,759
Noninterest bearing deposits. . . . . . .     366,321      325,916      359,215      322,207
Total deposits. . . . . . . . . . . . . .   2,056,125    1,889,619    2,036,218    1,876,207
Stockholders' equity. . . . . . . . . . .     181,581      170,030      179,293      166,151

QUALITY DATA:
-------------
Nonperforming assets. . . . . . . . . . .       2,566        3,334        2,566        3,334
Net chargeoffs(recoveries). . . . . . . .         540          749          749          859
Reserve for loan losses . . . . . . . . .      30,037       27,558       30,037       27,558
Gross loans . . . . . . . . . . . . . . .   1,669,124    1,506,088    1,669,124    1,506,088

RATIOS:
-------
Return on assets. . . . . . . . . . . . .         .95%         .97%         .90%        1.04%
Return on equity. . . . . . . . . . . . .       13.36%       13.26%       12.86%       14.42%
Nonperforming assets to gross loans . . .         .15%         .22%         .15%         .22%
Annualized net chargeoffs(recoveries) to
  gross loans . . . . . . . . . . . . . .         .13%         .20%         .09%         .11%
Reserve for loan losses to gross loans. .        1.80%        1.83%        1.80%        1.83%
Reserve for loan losses times
  nonperforming assets. . . . . . . . . .      11.71X        8.27X       11.71X        8.27x
</TABLE>

INVESTMENT  SECURITIES  (dollars  in  thousands)

As  of June 30, 1999, the investment portfolio was $668,600 compared to $622,673
as of June 30, 1998.  Bancorporation continues to invest primarily in short-term
U.S.  Government  obligations,  thereby  minimizing  credit,  interest  rate and
liquidity  risk.  The  portfolio  was  comprised  of  92.13%  U.S.  Government
obligations as of June 30, 1999, as compared to 89.55% as of June 30, 1998.  The
remainder  of  the  investment  portfolio  primarily consists of municipal bonds
owned  by  First-Citizens  Bank and Trust Company of South Carolina ("Bank") and
equity  securities  owned  by  Bancorporation.  As  a  part  of  Year  2000 cash
management  planning, Bancorporation transferred the U.S. Government obligations
portion of its held-to-maturity securities into the available-for-sale category,
as permitted by SFAS No. 133.  The total transferred in the first quarter to the
available-for-sale  category  was  $568,944  with an adjustment to stockholders'
equity  for  $1,854,  net  of  tax  effect  of  $998.

                                        7
<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS  (CONTINUED)
--------------------------------------------------------------------------------

LOANS

Growth  in loans was attributed primarily to strong loan demand due to favorable
interest  rates.  The  loan  portfolio  mix  did not change significantly and no
major  change  is  expected  for  the  remainder of 1999.  The growth was funded
primarily  through  core  deposits  and  short-term  borrowings.

<TABLE>
<CAPTION>
CAPITAL RATIOS
                                   June 30,
                                --------------
                                 1999    1998
                                ------  ------
<S>                             <C>        <C>
Tier I leverage ratio. . . . .   8.41%   8.21%
Risk-based capital ratio total  14.48%  14.39%
  Tier I . . . . . . . . . . .  13.06%  12.98%
  Tier II. . . . . . . . . . .   1.42%   1.41%
</TABLE>

Regulatory  agencies  divide  capital  into  Tier I, consisting of stockholders'
equity  less  ineligible  intangible  assets,  and  Tier  II,  consisting of the
allowable  portion  of  the  reserve for loan losses and certain long-term debt.
Capital  adequacy  is  measured  by  applying  both capital levels to the Bank's
risk-adjusted  assets  and  off-balance  sheet  items.  Regulatory  requirements
presently  specify that Tier I capital should exclude the market appreciation or
depreciation of securities available-for-sale arising from valuation adjustments
under  SFAS  No.  115.  In addition to these capital ratios, regulatory agencies
have  established  a  Tier  I  leverage  ratio  which measures Tier I capital to
average  assets  less  ineligible  intangible  assets.

Regulatory  guidelines  require  a minimum total capital to risk-adjusted assets
ratio  of 8 percent (with 50 percent consisting of tangible common stockholders'
equity)  and  a  minimum Tier I leverage ratio of 3 percent.  Banks that meet or
exceed  a  Tier  I  ratio  of  6 percent, a total risk-based capital ratio of 10
percent and a Tier I leverage ratio of 5 percent are considered well-capitalized
by  regulatory  standards.

NET  INTEREST  INCOME  (dollars  in  thousands)
The  increase  in net interest income in the second quarter was due to growth in
interest-earning  assets,  primarily  commercial and residential mortgage loans.

                                        8
<PAGE>
<TABLE>
<CAPTION>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS  (CONTINUED)
------------------------------------------------------------------------------------------------------------

NET  INTEREST  INCOME  (CONTINUED):

TAXABLE  EQUIVALENT  RATE/VOLUME  VARIANCE  ANALYSIS*  (DOLLARS  IN  THOUSANDS)

                QUARTER ENDED JUNE 30,
-----------------------------------------------------
     Average Volume         Interest     Average Rate                                                   Variance Due To
----------------------  ----------------  ----------                                              ------------------------------
   1999        1998      1999     1998    1999  1998                                                Rate     Volume    Variance
----------  ----------  -------  -------  ----  ----                                              --------  --------  ----------
<C>         <C>         <C>      <C>      <C>   <C>   <S>                                         <C>       <C>       <C>
                                                      INTEREST-EARNING ASSETS:
$1,631,430  $1,472,238  $33,958  $32,179  8.26  8.67  Loans                                       ($1,508)  $ 3,287   $   1,779
   636,586     613,726    8,047    8,398  5.02  5.43  Taxable investment securities                  (638)      287        (351)
    23,036      27,279      498      601  8.65  8.81  Non-taxable investment securities               (11)      (92)       (103)
    54,941      32,373      625      493  4.51  6.04  Federal funds sold                             (122)      254         132
         0       7,023        0      117  0.00  6.61  Other earning assets                           (117)        0        (117)
                                                                                                  --------  --------  ----------
 2,345,993   2,152,639   43,128   41,788  7.29  7.70       Total interest-earning assets           (2,396)    3,736       1,340
----------  ----------  -------  -------                                                          --------  --------  ----------

                                                      NONINTEREST-EARNING ASSETS:
   106,208      82,785                                Cash and due from banks
    81,252      66,822                                Premises and equipment
    24,911      25,499                                Other, less reserve for loan losses

   212,371     175,106                                     Total noninterest-earning assets

$2,558,364  $2,327,745                                TOTAL ASSETS
==========  ==========

                                                      INTEREST-BEARING LIABILITIES:
$1,689,804  $1,563,703  $14,333  $14,975  3.37  3.80  Deposits                                    ($1,704)  $ 1,062       ($642)
                                                      Federal funds purchased and securities
   253,411     196,325    2,826    2,421  4.42  4.89    sold under agreements to repurchase          (226)      631         405
    50,000      55,735    1,031    1,145  8.18  8.15  Long-term debt                                    3      (117)       (114)
                                                                                                  --------  --------  ----------
 1,993,215   1,815,763   18,190   18,541  3.62  4.05       Total interest-bearing liabilities      (1,927)    1,576        (351)
----------  ----------  -------  -------                                                          --------  --------  ----------

                                                      NONINTEREST-BEARING LIABILITIES:
   366,321     325,916                                Demand deposits
    17,247      16,036                                Other liabilities

   383,568     341,952                                     Total noninterest-bearing liabilities

   181,581     170,030                                Stockholders' equity

                                                      TOTAL LIABILITIES AND
$2,558,364  $2,327,745                                  STOCKHOLDERS' EQUITY
==========  ==========
                                          3.67  3.65  Interest rate spread
                                          ====  ====
                        $24,938  $23,247  4.22  4.29  Net Interest Margin                           ($469)  $ 2,160   $   1,691
                        =======  =======  ====  ====                                              ========  ========  ==========
<FN>
*  Interest  income and yields are presented on a fully taxable equivalent basis using the federal income tax rate and state tax
rates,  as  applicable.
</TABLE>

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

NET  INTEREST  INCOME  (CONTINUED):

TAXABLE  EQUIVALENT  RATE/VOLUME  VARIANCE  ANALYSIS*  (DOLLARS  IN  THOUSANDS)

              SIX MONTHS ENDED JUNE 30,
-----------------------------------------------------
     Average Volume         Interest     Average Rate                                                   Variance Due To
----------------------  ----------------  ----------                                              ------------------------------
   1999        1998      1999     1998    1998  1998                                                Rate     Volume    Variance
----------  ----------  -------  -------  ----  ----                                              --------  --------  ----------
<C>         <C>         <C>      <C>      <C>   <C>   <S>                                         <C>       <C>       <C>
                                                      INTEREST-EARNING ASSETS:
$1,605,460  $1,452,337  $66,731  $63,211  8.38  8.78  Loans                                       ($2,896)  $ 6,416   $   3,520
   619,304     589,500   15,804   16,297  5.15  5.57  Taxable investment securities                (1,260)      767        (493)
    23,653      29,628    1,024    1,293  8.66  8.73  Non-taxable investment securities               (10)     (259)       (269)
    76,889      41,096    1,784    1,110  4.68  5.45  Federal funds sold                             (164)      838         674
         0       7,360        0      240  0.00  6.58  Other earning assets                           (240)        0        (240)
                                                                                                  --------  --------  ----------
 2,325,306   2,119,921   85,343   82,151  7.40  7.81       Total interest-earning assets           (4,570)    7,762       3,192
----------  ----------  -------  -------                                                          --------  --------  ----------

                                                      NONINTEREST-EARNING ASSETS:
   106,812      85,707                                Cash and due from banks
    80,763      64,386                                Premises and equipment
    25,527      26,526                                Other, less reserve for loan losses

   213,102     176,619                                     Total noninterest-earning assets

$2,538,408  $2,296,540                                TOTAL ASSETS
==========  ==========

                                                      INTEREST-BEARING LIABILITIES:
$1,677,003  $1,554,000  $28,853  $29,684  3.47  3.85  Deposits                                    ($2,965)  $ 2,134       ($831)
                                                      Federal funds purchased and securities
   257,565     200,731    5,703    4,879  4.47  4.90    sold under agreements to repurchase          (446)    1,270         824
    50,000      37,759    2,062    1,507  8.32  8.05  Long-term debt                                   46       509         555
                                                                                                  --------  --------  ----------
 1,984,568   1,792,490   36,618   36,070  3.72  4.06       Total interest-bearing liabilities      (3,365)    3,913         548
----------  ----------  -------  -------                                                          --------  --------  ----------

                                                      NONINTEREST-BEARING LIABILITIES:
   359,215     322,207                                Demand deposits
    15,332      15,692                                Other liabilities

   374,547     337,899                                     Total noninterest-bearing liabilities

   179,293     166,151                                Stockholders' equity

                                                      TOTAL LIABILITIES AND
$2,538,408  $2,296,540                                  STOCKHOLDERS' EQUITY
==========  ==========
                                          3.68  3.75  Interest rate spread
                                          ====  ====
                        $48,725  $46,081  4.23  4.38  Net interest margin                         ($1,205)  $ 3,849   $   2,644
                        =======  =======  ====  ====                                              ========  ========  ==========
<FN>
*  Interest  income  and rates are presented on a fully taxable equivalent basis using the federal income tax rate and state tax
rates,  as  applicable.
</TABLE>

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

RESERVE  FOR  LOAN  LOSSES  (dollars  in  thousands)
The  reserve for loan losses reflects management's assessment of losses inherent
in the loan portfolio.  Factors considered in this assessment include growth and
mix  of  the  loan  portfolio,  credit quality, current and anticipated economic
conditions  and  historical  credit  loss  experience.

<TABLE>
<CAPTION>
                                  QUARTER ENDED      SIX MONTHS ENDED
                                     JUNE 30,            JUNE 30,
                                ------------------  ------------------
RESERVE FOR LOAN LOSSES:          1999      1998      1999      1998
                                --------  --------  --------  --------
<S>                             <C>       <C>       <C>       <C>
Balance at beginning of period  $28,760   $26,306   $28,306   $26,135
Provision for loan losses. . .    1,817     2,001     2,480     2,282
                                --------  --------  --------  --------
Chargeoffs . . . . . . . . . .     (924)     (974)   (1,509)   (1,683)
Recoveries . . . . . . . . . .      384       225       760       824
                                --------  --------  --------  --------
Net chargeoffs . . . . . . . .     (540)     (749)     (749)     (859)
                                --------  --------  --------  --------
Balance at end of period . . .  $30,037   $27,558   $30,037   $27,558
                                --------  --------  --------  --------

Nonperforming assets . . . . .  $ 2,566   $ 3,334   $ 2,566   $ 3,334

Annualized net chargeoffs to:
  Average loans. . . . . . . .      .13%      .20%      .09%      .11%
  Loans at end of period . . .      .13%      .20%      .09%      .11%
  Reserve for loan losses. . .     7.19%    10.87%     4.99%     6.23%
</TABLE>

NONINTEREST  INCOME  AND  EXPENSE  (dollars  in  thousands)
Total  noninterest  income  increased  $654  or  8.99%  and  $1,521  or  10.93%,
respectively,  for  the  quarter  and six months ended June 30, 1999.  Growth in
both  periods  was  primarily  due  to an increase in service charges on deposit
accounts.

Total  noninterest  expense  was  up  $1,895  or  9.68%  and  $4,717  or 12.20%,
respectively,  for  the quarter and six months ended June 30, 1999.  Most of the
increase  in  both  periods was due to normal operating expenses associated with
growth  and  expenses  associated with the Year 2000 remediation and preparation
effort.

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

YEAR  2000  (Dollars  in  thousands)

GENERAL  -  The  Year  2000  ("Y2K")  issue  confronting  Bancorporation and its
suppliers,  customers,  customers'  suppliers  and  competitors  centers  on the
inability of computer systems to recognize the year 2000. Many existing computer
programs  and  systems  originally  were  programmed  with  six digit dates that
provided  only two digits to identify the calendar year in the date field.  With
the  impending  new millennium, these programs and computers will recognize "00"
as  the  year 1900 rather than the year 2000. Problems also may arise from other
sources  as  well,  such as the use of special codes and conventions in software
that  make  use  of  the  date  field.

Financial  institution  regulators  recently have increased their focus upon Y2K
compliance  issues  and  have issued guidance concerning the responsibilities of
senior  management and directors. The Federal Financial Institutions Examination
Council  ("FFIEC")  has  issued  several  interagency  statements on Y2K Project
Management  Awareness. These statements require financial institutions to, among
other things, examine the Y2K implications of their reliance on vendors and with
respect  to  data  exchange  and  the potential impact of the Y2K issue on their
customers, suppliers and borrowers. These statements also require each federally
regulated  financial  institution  to  survey its exposure, measure its risk and
prepare  a  plan  to  address  the  Y2K  issue. In addition, the federal banking
regulators have issued safety and soundness guidelines to be followed by insured
depository  institutions,  such  as  the  Bank,  to assure resolution of any Y2K
problems.  The  federal  banking  agencies  have  asserted  that Y2K testing and
certification is a key safety and soundness issue in conjunction with regulatory
exams  and, thus, that an institution's failure to address appropriately the Y2K
issue  could  result  in  supervisory  action,  including  the  reduction of the
institution's  supervisory  ratings,  the denial of applications for approval of
mergers  or  acquisitions,  or  the  imposition  of  civil  money  penalties.

RISKS - Like most financial service providers, Bancorporation and its operations
may  be  significantly  affected  by  the  Y2K  issue  due  to its dependence on
information  technology  and date-sensitive data. Computer hardware and software
and  other  equipment,  both within and outside Bancorporation's direct control,
and  third  parties  with  whom  Bancorporation  electronically or operationally
interfaces  (including without limitation its customers and third party vendors)
are  likely  to be affected. If computer systems are not modified in order to be
able  to identify the year 2000, many computer applications could fail or create
erroneous  results.  As  a  result,  many  calculations which rely on date field
information,  such  as  interest  payments  or  due  dates  and  other operating
functions,  could  generate  results  which  are  significantly  misstated,  and
Bancorporation  could  experience  an inability to process transactions, prepare
statements  or  engage  in  similar  normal business activities. Likewise, under
certain  circumstances,  a  failure  to  adequately  address the Y2K issue could
adversely  affect  the viability of Bancorporation's suppliers and creditors and
the  creditworthiness  of  its borrowers. Thus, if not adequately addressed, the
Y2K  issue  could  result  in  a  significant adverse impact on Bancorporation's
operations  and,  in  turn,  its  financial condition and results of operations.

COSTS  -  Bancorporation  is determined to use all resources required to resolve
any  significant  Y2K  issues.  Bancorporation's  estimated  aggregate  expenses
associated  with Y2K matters are $3,000. This includes costs directly related to
solving  Y2K  problems,  such  as modifying software and hiring Y2K consultants.
Expenses  for  the incurred through June 30, 1999 were $1,431. Bancorporation is
expensing  all  costs associated with required system changes as those costs are
incurred  and  such  costs  are  being  funded  through  operating  cash  flows.

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

YEAR  2000  (CONTINUED)

AWARENESS  - During March 1997, Bancorporation developed its plan to address the
Y2K  issue. Bancorporation hired consultants to direct Y2K compliance efforts. A
Y2K  Program  Office ("PMO") consisting of in-house personnel is responsible for
leading  the overall Y2K process. The PMO is supported by the Executive Steering
Committee ("Committee"), a group of senior managers within the organization that
is  chaired  by the Chief Financial Officer. Both the PMO and the Committee meet
monthly  to review Y2K  progress. A substantial portion of Bancorporation's data
processing  functions  are  performed  by  First  Citizens Bank & Trust Company,
Raleigh,  North  Carolina  ("FCBNC")  on  its  mainframe  systems and/or systems
supported by FCBNC. The PMO meets bi-monthly with FCBNC to monitor the status of
their  compliance  efforts.  Quarterly  progress  reports  are  made  to
Bancorporation's  Board  of  Directors  on  the  overall  Y2K  Program progress.

ASSESSMENT  -  During  the  assessment  phase  of Bancorporation's Y2K plan, all
systems  were  categorized as mainframe systems or non-mainframe systems, and as
information  technology  ("IT")  systems or non-IT systems. Further, each system
was  assigned  to  one  of  the  following  priority  groups:

1.     Mission  Critical  - Significantly impacts external customers, regulatory
       reporting,  or  solvency.
2.     Operationally  Dependent  - Impacts the amount of time, effort or type of
       equipment  used  to  accomplish  the  task.
3.     Supporting  Function  -  Assists  in  service  delivery.

A  general  plan for dealing with each system was developed and responsibilities
for  each  system  were  assigned to the appropriate personnel.   This phase has
been  completed.

REMEDIATION  -  For  each  system, a determination was made as to whether system
modification, upgrade or replacement was necessary to achieve Y2K compliance, or
whether  the  system  was  already  Y2K  compliant.

For  IT  mainframe systems, FCBNC has remediated all applicable software. For IT
non-mainframe  systems,  FCBSC's  outside  consultant  is  responsible  for
coordinating  remediation  with  Bancorporation's  staff,  which, in most cases,
entails  the  installation  of  upgrades  provided  by  outside  vendors.  Of 88
non-mainframe  systems,  83  have  been  remediated and tested.  The 5 remaining
non-mainframe systems are scheduled to be completed as of July 31, 1999, pending
on  vendor  delivery  of  documentation  or  product  upgrade.

Non-IT  systems  are  more  difficult  to  analyze  for  Y2K  compliance and are
dependent  on vendor feedback to determine what will be necessary to achieve Y2K
compliance.  Bancorporation  has  mailed  101  environmental  letters, involving
heating,  air  conditioning,  utilities,  etc,  to  vendors  with respect to its
mission  critical  non-IT systems.  Responses from 75 vendors indicated they are
compliant  and  the  remaining 26 responded that they would be compliant by June
1999.  The  remaining  vendors  will be contacted in the third quarter to verify
compliance.

CONFIRMATION  -  To  prove  that  the  new,  modified or updated systems are Y2K
compliant,  testing  is  performed in an isolated environment to ensure that all
date sensitive data is accurately processed. Bancorporation, in conjunction with
FCBNC,  is  testing  all  systems  with a minimum of three dates of December 31,
1999,  January  3,  2000  and February 29, 2000. Additional dates are tested, if
needed,  to  complete  testing  of  each  system.

There  were  35  mainframe  applications to be tested and all those applications
have  been  tested  and  compliant  as  of  June  30,  1999.

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

YEAR  2000  (CONTINUED)

During  early  1998,  Bancorporation  identified all commercial credit customers
whose  existing  aggregate  borrowings from the Bank exceeded $300.  Discussions
have been held with each customer to assess the customer's plan for and progress
toward addressing the Y2K issue. Each customer was weighted as a high, medium or
low  risk  based  on the results of the discussions. These ratings were based on
the customer's  preparedness, vulnerability and plans for Y2K systems. Customers
rated in the medium to high-risk categories will be followed up and monitored on
a  periodic  basis. Based on these discussions, Bancorporation's management does
not  believe  that  the impact of the Y2K issue on its commercial loan portfolio
will  be material. Consumer customers are not being monitored for Y2K as most of
their  loans are secured with collateral, and losses, should they occur, are not
expected  to  be  material.

An analysis was performed in March 1999 to determine the readiness of the Bank's
large  deposit  base  customers  (over $500) as related to Y2K issues.  Accounts
were grouped in high or low/moderate risk categories. Low/moderate risk consists
of  accounts for municipalities trust accounts, Home Office accounts or accounts
classified  as  low  risk  on  the  initial  report  done  in April 1998. In the
high-risk  category,  there  are  accounts that do not fit into the low/moderate
risk description or were classified as high risk on the April 1998 report. Total
account  breakdown  was  98  low/moderate  and  41  high-risk  accounts totaling
$216,000  and  $40,000,  respectively.

Based  on  additional analysis and questionnaire completion by customers, only 5
customers  remain  in the High Risk category.  These represent customers who can
not be excluded by type of account, credit criteria for Y2K readiness evaluation
or  satisfactory  completion  of  Y2K  survey.  The  total  balance in this risk
category has been reduced to $5,099.  Municipalities, classified as low/moderate
risk,  represented  approximately  $110,000.

Bancorporation  has  reviewed  its  liquidity  needs  in  terms of being able to
respond  to  deposit  base erosion because of Y2K concerns. Lines of credit have
been  established  at other financial institutions to provide a potential source
of  funds  and  authority  has  been  received  from  the Executive Committee of
Bancorporation's  Board  of Directors to use the Federal Reserve Discount window
as  another  source  of  funds.   Loan  assets,  to  be  used  as collateral for
borrowing  at the discount window, has been reviewed by the Federal Reserve.  In
addition,  the  Bond  Portfolio of the Bank has been adjusted to hold additional
government  bonds  maturing  in  the  fourth  quarter.


CONTINGENCY  PLANS  -  As  of  June  30, 1999, contingency plans for operational
functions have been established to insure continued operation in critical areas.
Bancorporation  has  tied  individual  contingency  plans  to  the core business
processes  to  determine  minimum  requirements  to  provide  our customers with
adequate  service.  Business  management  contingency  plans  for uncontrollable
functions, such as phone, water and electrical services, are complete as of June
30,  1999.


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  10K  for  the  year  ended  December  31,  1998.

                                       14
<PAGE>
SUBSEQUENT  EVENT

On  July  20,  1999,  the  shareholders  of  Exchange  Bank  of  South Carolina,
Kingstree,  S.C.  ("Exchange  Bank")  approved  the Agreement and Plan of Merger
between  Exchange  Bank and Bancorporation.  The approved transaction will merge
Exchange  Bank  into  a  newly-formed,  wholly-owned  corporate  subsidiary  of
Bancorporation.  Each  outstanding  share  of Exchange Bank common stock will be
converted  into  either (i) 0.70 shares of Bancorporation's common stock, (ii) a
promissory note of Bancorporation in the principal sum of $210.00, (iii) $210.00
in cash and/or (iv) a combination of Bancorporation's common stock, notes and/or
cash.  The  merger is scheduled to take place at the close of business on August
20,  1999.

                                       15
<PAGE>
                           PART II - OTHER INFORMATION

Item  1.  Legal  Proceedings.

Not  Applicable.

Item  2.  Changes  in  Securities.

Not  Applicable.

Item  3.  Defaults  upon  Senior  Securities.

Not  Applicable.

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

The annual meeting of shareholders of Registrant was held on April 28, 1999.  At
the  meeting,  Shareholders voted to fix the number of Directors at 16 for 1999,
and the 16 Nominees named in Registrant's Proxy Statement, dated March 22, 1999,
were  elected as Directors for a term of 1 year.  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

Registrant  has  entered  an agreement to purchase a branch, located in Johnston
S.C.,  from  another  financial  institution.  Total  assets  purchased  will be
approximately  $2,900  and  deposits  assumed will be approximately $7,900.  The
premium  to  be  paid for this acquisition is based on deposit levels at closing
and  is  estimated  to  be  $634.  This  acquisition is expected to close in the
fourth  quarter  of  1999.

Item  6.  Exhibits  and  Reports  on  Form  8-K.

(a)     Exhibits
        11     Statement  Re  Computation  of  Earnings  Per  Share
        27     Financial  Data  Schedule

(b)     No  reports  on  Form  8-K  were filed during the quarter ended June 30,
1999.

                                       16
<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: 08/09/99                    By: /s/ Jay C. Case
      --------------                   ------------------
                                       Jay C. Case, Executive  Vice President
                                       (Chief Financial Officer)

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