SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)
                   of the Securities and Exchange Act of 1934

For the Fiscal year Ended December 31, 1996          Commission File No. 0-19045

                            COMSOUTH BANKSHARES, INC.
             (Exact name of registrant as specified in its charter)

South Carolina                                                        57-0853342
(State of Incorporation)                              (I.R.S. Employer I.D. No.)

1136 Washington Street, Suite 200                                          29201
Columbia, South Carolina 29201                                        (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code:  (803) 343-2144

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class                   Name of each exchange on which registered
Common stock (no par value)           American Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

                  None.

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate  market value of the voting  Common Stock (no par value),  held by
affiliates of the Registrant on March 14, 1997 was approximately  $4,774,000. As
of March 14, 1997, there were 1,534,726 shares of the Registrant's  Common Stock
outstanding.  For purposes of the foregoing  calculation only, all directors and
executive officers of the Registrant have been deemed affiliates.

                      Documents Incorporated by Reference:

(1)  Portions of the  Registrant's  definitive Proxy Statement for its April 29,
     1997 Annual Meeting of stockholders incorporated by reference into Part III
     hereof.

(2)  Portions of the  Registrant's  Annual Report to  Shareholders  for the year
     ended December 31, 1996 incorporated by reference into Part II hereof.

<PAGE>



                                     PART I

Item 1   -        Business

General

ComSouth  Bankshares,  Inc.  (the  "Corporation")  is a registered  bank holding
company  incorporated on May 15, 1987 pursuant to the laws of the state of South
Carolina.  It presently  conducts its business through its two bank subsidiaries
(the "Banks"),  Bank of Columbia,  N.A.  ("BOCL") and Bank of  Charleston,  N.A.
("BOC"). The Corporation employees 58 full-time employees.

The Banks

BOCL is a national bank  chartered on July 12, 1988.  BOCL is based in Columbia,
South Carolina,  and engages in the commercial  banking business in the Columbia
area.  BOCL  emphasizes  local  management  and commitment to the industrial and
business growth of Columbia and the central region of South Carolina. BOCL seeks
to attract as  customers  small and  mid-sized  companies  based in the  central
region of South Carolina as well as low to-moderate and high income  individuals
residing in BOCL's extended market area.

BOC is a national bank  chartered on April 12, 1990. BOC is based in Charleston,
South Carolina, and engages in the commercial banking business in the Charleston
area.  BOC seeks to attract as its  primary  customer  base small and  mid-sized
companies   based  in  the  coastal   region  of  South   Carolina  as  well  as
low-to-moderate  and high income  individuals  residing in BOC's extended market
area.

Services. Both Banks offer a full range of deposit services,  including checking
accounts,  NOW accounts,  and savings and other time deposits of various  types,
ranging from daily money market accounts to longer-term certificates of deposit.
The  transaction  accounts and time  certificates  are tailored to the principal
market areas of the Banks at rates  competitive with those offered in the areas.
The Banks also offer individual  retirement  accounts.  All deposit accounts are
insured by the Federal  Deposit  Insurance  Corporation  (the  "FDIC") up to the
maximum  amount  permitted by law.  Although the Banks are  competitive in their
efforts  to  attract  deposit  accounts,  they do not  aggressively  seek  jumbo
certificates of deposit  (certificates  in amounts greater than $100,000) and do
not accept brokered accounts.

The Banks each offer a full range of short-term and intermediate-term commercial
and personal  loans.  The Banks originate  variable-rate,  residential and other
mortgage loans and fixed-rate  mortgage  loans  primarily for resale.  The Banks
also make personal  loans directly to  individuals  for various other  purposes,
including  purchases of automobiles,  mobile homes, boats and other recreational
vehicles,  home  improvements,  education and personal  investments.  Commercial
loans,  secured and unsecured,  are made primarily to individuals  and small and
mid-sized  businesses  operating  in the central  and  coastal  regions of South
Carolina,  principally Richland and Lexington Counties for BOCL, and Charleston,
Colleton,  Dorchester  and Berkeley  Counties for BOC. These loans are available
for general  operating  purposes,  acquisition  of fixed assets,  including real
estate,  purchases  of equipment  and  machinery,  financing  of  inventory  and
accounts  receivable,  and other  business  purposes.  In order to  stress  high
quality  loans,  the  Boards of  Directors  of the Banks  have each  established
lending authority for each loan officer,  but each loan request exceeding a loan
officer's  authority  must be approved by one or more  senior  officers.  A loan
committee of each of the Boards of Directors  reviews  larger loans for approval
when the loan request exceeds established limits for the senior officers.

The Banks  participate in a regional  network of automated  teller machines that
may be used by bank  customers in major cities  throughout  the  Southeast.  The
Banks offer both Visa and Master Card together with related lines of credit. The
lines of credit may be used for overdraft protection as well as a pre-authorized
credit for personal purchases and expenses.

The Banks  also  provide  safe  deposit  boxes,  travelers  checks,  debit  card
services,  direct deposit of payroll and social security  checks,  and automatic
drafts for various accounts,  but do not provide  international or trust banking
services.


<PAGE>




Data Processing.  During 1994 and early 1995, the Corporation  upgraded its data
processing  equipment  to an IBM AS 400  mainframe  and a  3892  IBM  sorter  in
preparation for anticipated  growth.  This equipment is owned jointly by BOC and
BOCL and is operated by personnel of the Corporation through a service agreement
between both Banks and the  Corporation.  The  flexibility  and capacity of this
equipment is expected to be  sufficient  to service the current needs of BOC and
BOCL.

Asset and Liability Management.  The primary assets of each of the Banks consist
of a loan portfolio and investment account.  Efforts are made generally to match
maturities  and  rates  of  loans  in the  investment  portfolio  with  those of
deposits,  although exact  matching is not possible.  The majority of the Banks'
securities  investments  are in  marketable  obligations  of the  United  States
government, federal agencies and state and municipal governments, generally with
varied maturities.

Long-term loans are generally priced to be  interest-rate  sensitive with only a
small  portion of the  Banks'  portfolios  of  long-term  loans at fixed  rates.
Presently,  such fixed-rate loans do not have maturities longer than five years,
except in exceptional cases.

Deposit accounts  represent the majority of the liabilities of the Banks.  These
include  transaction  accounts,  time deposits and certificates of deposit.  The
maturities  of the  majority of  interest-sensitive  accounts  are six months or
less.

Competition.  South  Carolina  law  permits  state-wide  branching  by banks and
savings  and loan  associations,  and many  financial  institutions  have branch
networks.  South Carolina law also permits regional interstate banking,  and six
of the larger  commercial  banks in the Columbia  Metropolitan  Statistical Area
("CMSA") are  affiliated  with regional  banking  groups.  Approximately  thirty
financial  institutions are represented in the CMSA,  including  banks,  savings
institutions  and  credit  unions.  Six of the  larger  commercial  banks in the
Charleston area are also affiliated with regional banking groups.  Approximately
twenty-three  financial  institutions  are  represented in the Charleston  area,
including banks, savings institutions and credit unions.

Banks generally  compete with other financial  institutions  through the banking
products and  services  offered,  the pricing of services,  the level of service
provided,  the  convenience  and  availability  of  services,  and the degree of
expertise  and  personal  concern with which  services  are  offered.  The Banks
encounter strong  competition  from most of the financial  institutions in their
respective  extended  market  areas.  In the  conduct of certain  areas of their
banking  business,  the Banks also compete with credit unions,  consumer finance
companies,  insurance  companies,  money market mutual funds and other financial
institutions, some of which are not subject to the same degree of regulation and
restriction imposed upon the Banks. Many of these competitors have substantially
greater  resources and lending limits than the Banks and offer certain services,
such as international banking services and trust services, that the Banks do not
provide.  Moreover,  most of these  competitors  have  numerous  branch  offices
located  throughout the extended  market area, a competitive  advantage that the
Banks do not have at  present.  The Banks  each  believe,  however,  that  their
relatively small sizes permit them to offer more personalized  service than many
of their competitors, which may provide a competitive advantage.

Anticipated Growth. BOCL's initial capitalization was $5.5 million. Although its
capital has been  reduced  somewhat by costs of opening and initial  operations,
BOCL's  capital is expected to be  adequate to support  assets of  approximately
$103 million,  based on normal bank regulatory  guidelines and asset mix. BOCL's
growth is expected to come  primarily  from within its market area  through loan
and deposit business generated at BOCL's main office and drive-through facility,
both  located  in  downtown  Columbia.  BOC's  initial  capitalization  was $5.5
million.  BOC's  capital  is  expected  to be  adequate  to  support  assets  of
approximately  $158 million,  based on current bank  regulatory  guidelines  and
asset mix. Initially, BOC's growth is expected to come primarily from within the
Charleston area through loan and deposit business generated at BOC's main office
and drive-through facility, both located in downtown Charleston.


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<PAGE>



Future  possibilities  for loan and deposit growth include  branching beyond the
Banks'  respective  immediate  market areas,  and beyond the larger market areas
through merger, purchase of existing banks or establishment of new branches.

Premises.  The principal operating facility for BOCL is located in the Barringer
Building, a National Place of Historic Interest, at the corner of Washington and
Main Streets in downtown Columbia, South Carolina. BOCL has leased approximately
9,300 square feet of space  consisting  of the street floor and two other floors
in the  building.  The main  banking  lobby is situated on the street floor with
access from both  Washington and Main Streets.  The initial lease term commenced
on December 1, 1987.  The term of the lease is five years with  options to renew
for two consecutive five-year periods. During 1996, the lease was amended to add
an  additional  2,700 square feet of space on the street and second  floors.  An
option to renew for a third five-year period was also included in the amendment.
BOCL exercised the first five-year option period during 1996. 

The  principal  operating  facility for BOC is located at 276 East Bay Street in
downtown Charleston,  South Carolina.  BOC has leased approximately 9,310 square
feet of space  consisting of the street floor in the building.  The main banking
lobby is accessed  from East Bay Street.  The initial  lease term  commenced  on
December 29, 1989.  The term of the lease is ten years with options to renew for
two consecutive five-year periods.

The  Corporation  has leased a drive-up  facility  located at 1313 Lady  Street,
three  blocks  from the  Main  Street  premises.  The  Corporation  and BOCL are
currently leasing this facility on a three-year lease which commenced on October
1, 1994.  

Employees.  BOCL  employs 20  full-time  employees  and BOC employs 24 full-time
employees.  To the extent possible,  the Banks employ people  experienced in the
banking profession. Efforts are also made to employ people who are knowledgeable
about the Columbia and Charleston areas.

Federal and State Laws and Regulations

         Bank  holding  companies  and banks  are  extensively  regulated  under
federal and state law. To the extent that the  following  information  describes
statutory  and  regulatory  provisions,  it is  qualified  in  its  entirety  by
reference to such  statutes and  regulations.  Any change in  applicable  law or
regulation may have a material effect on the business of the Corporation and its
subsidiaries.

Bank Holding Company Regulation

         The  Corporation  is registered  as a "bank  holding  company" with the
Board of Governors of the Federal  Reserve System  ("Federal  Reserve"),  and is
subject to supervision by the Federal Reserve under the Bank Holding Corporation
Act ("BHC Act").  The  Corporation is required to file with the Federal  Reserve
periodic  reports and such  additional  information  as the Federal  Reserve may
require  pursuant to the BHC Act. The Federal Reserve  examines the Corporation,
and may examine the subsidiary Banks.

         The BHC Act requires  prior Federal  Reserve  approval for, among other
things,  the  acquisition  by a bank  holding  company  of  direct  or  indirect
ownership or control of more than 5% of the voting shares or  substantially  all
the  assets of any  bank,  or for a merger or  consolidation  of a bank  holding
company with another bank holding company. With certain exceptions,  the BHC Act
prohibits a bank holding company from acquiring direct or indirect  ownership or
control  of voting  shares of any  company  which is not a bank or bank  holding
company and from  engaging  directly or  indirectly  in any activity  other than
banking  or  managing  or  controlling  banks  or  performing  services  for its
authorized  subsidiaries.  A bank  holding  company may,  however,  engage in or
acquire an interest in a company  that engages in  activities  which the Federal
Reserve  has  determined  by  regulation  or order to be so  closely  related to
banking or managing or controlling banks as to be a proper incident thereto.


                                        3

<PAGE>



         The Corporation is also registered  under the bank holding company laws
of South  Carolina.  Accordingly,  the  Corporation is subject to regulation and
supervision  by the South Carolina  State Board of Financial  Institutions  (the
"State Board").

         A registered South Carolina bank holding company must provide the State
Board with  information  with respect to the  financial  condition,  operations,
management  and  inter-company  relationships  of the  holding  company  and its
subsidiaries.  The State Board also may  require  such other  information  as is
necessary to keep itself informed about whether the provisions of South Carolina
law and the  regulations  and orders  issued  thereunder by the State Board have
been complied with, and the State Board may examine any bank holding company and
its subsidiaries.

         Under the South Carolina Bank Holding Company Act (the "SCBHCA"), it is
unlawful  without the prior  approval of the State Board for any South  Carolina
bank holding  company (i) to acquire direct or indirect  ownership or control of
more than 5% of the voting shares of any bank or any other bank holding company,
(ii) to acquire  all or  substantially  all of the assets of a bank or any other
bank  holding  company,  or (iii) to merge or  consolidate  with any other  bank
holding company.

         As  stated  above,  the  Corporation  is a legal  entity  separate  and
distinct from the subsidiary Banks. Various legal limitations place restrictions
on the ability of the subsidiary  Banks to lend or otherwise supply funds to the
Corporation  or its non-bank  subsidiaries.  The  Corporation,  BOC and BOCL are
subject to Section 23A of the Federal Reserve Act.  Section 23A defines "covered
transactions",  which include  extensions of credit, and limits a bank's covered
transactions  with any affiliate to 10% of such bank's capital and surplus.  All
covered transactions with all affiliates cannot in the aggregate exceed 20% of a
bank's capital and surplus.  All covered and exempt transactions  between a bank
and its  affiliates  must be on terms and  conditions  consistent  with safe and
sound banking  practices,  and banks and their  subsidiaries are prohibited from
purchasing low-quality assets from the bank's affiliates.  Finally,  Section 23A
requires  that  all  of a  bank's  extensions  of  credit  to  an  affiliate  be
appropriately  secured  by  acceptable   collateral,   generally  United  States
government or agency securities. The Corporation,  BOC and BOCL also are subject
to Section 23B of the Federal  Reserve Act, which  generally  limits covered and
other transactions among affiliates to terms and circumstances, including credit
standards,  that are  substantially  the same or at least as favorable to a bank
holding company,  a bank or a subsidiary of either as prevailing at the time for
transactions with unaffiliated companies.

         In July 1994,  South Carolina  enacted  legislation  which  effectively
provides  that,  after  June  30,  1996,  out-of-state  bank  holding  companies
(including bank holding  companies in the Southern Region,  as defined under the
statute) may acquire  other banks or bank holding  companies  having  offices in
South Carolina upon the approval of the State Board and compliance  with certain
other  conditions,  including  that the  effect of the  transaction  not  lessen
competition  and that the laws of the  state  in  which  the  out-of-state  bank
holding  company  filing the  applications  has its principal  place of business
permit South  Carolina bank holding  companies to acquire banks and bank holding
companies  in that  state.  Although  such  legislation  may  increase  takeover
activity  in  South  Carolina,  the  Corporation  does  not  believe  that  such
legislation will have a material impact on its competitive position. However, no
assurance of such fact may be given.

         Congress has enacted the Riegle-Neal  Interstate  Banking and Branching
Efficiency  Act of  1994,  which  will  increase  the  ability  of bank  holding
companies  and banks to  operate  across  state  lines.  Under  the  Riegle-Neal
Interstate   Banking  and  Branching   Efficiency  Act  of  1994,  the  existing
restrictions on interstate  acquisitions of banks by bank holding companies will
be repealed one year  following  enactment,  such that the  Corporation  and any
other bank holding  company located in South Carolina would be able to acquire a
bank located in any other  state,  and a bank holding  company  located  outside
South  Carolina  could  acquire any South  Carolina-based  bank,  in either case
subject to certain deposit  percentage and other  restrictions.  The legislation
also provides that,  unless an individual state elects  beforehand either (i) to
accelerate  the  effective  date or (ii) to  prohibit  out-of-state  banks  from
operating  interstate  branches within its territory,  on or after June 1, 1997,
adequately  capitalized  and  managed  bank  holding  companies  will be able to
consolidate  their  multistate bank operations into a single bank subsidiary and
to branch interstate through acquisitions.  De novo branching by an out-of-state
bank would be permitted only if it is expressly

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<PAGE>



permitted  by the laws of the host state.  The  authority of a bank to establish
and operate  branches  within a state will  continue to be subject to applicable
state branching laws. South Carolina law was amended, effective July 1, 1996, to
permit such  interstate  branching but not de novo branching by an  out-of-state
bank. The  Corporation  believes that this  legislation  may result in increased
takeover  activity of South  Carolina  financial  institutions  by  out-of-state
financial  institutions.  However, the Corporation does not presently anticipate
that such  legislation  will have a material  impact on its operations or future
plans.

Obligations of Holding Corporation to its Subsidiary Banks

         Under the policy of the  Federal  Reserve,  a bank  holding  company is
required to serve as a source of financial strength to its subsidiary depository
institutions   and  to  commit   resources  to  support  such   institutions  in
circumstances  where it might not do so absent  such  policy.  Under the Federal
Deposit Insurance  Corporation  Improvement Act of 1991 ("1991 Banking Law"), to
avoid  receivership of its insured  depository  institution  subsidiary,  a bank
holding  company  is  required  to  guarantee  the  compliance  of  any  insured
depository  institution subsidiary that may become  "undercapitalized"  with the
terms  of any  capital  restoration  plan  filed  by such  subsidiary  with  its
appropriate federal banking agency up to the lesser of (i) an amount equal to 5%
of  the  institution's   total  assets  at  the  time  the  institution   became
undercapitalized,  or (ii) the  amount  which is  necessary  (or would have been
necessary) to bring the institution into compliance with all applicable  capital
standards  as of the time the  institution  fails to comply  with  such  capital
restoration  plan.  Under the BHCA,  the Federal  Reserve has the  authority  to
require a bank  holding  company to  terminate  any  activity  or to  relinquish
control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon
the Federal Reserve's  determination that such activity or control constitutes a
serious risk to the financial  soundness and stability of any bank subsidiary of
the bank holding company.

         In addition,  the  "cross-guarantee"  provisions of the Federal Deposit
Insurance Act, as amended  ("FDIA"),  require  insured  depository  institutions
under common  control to reimburse  the FDIC for any loss suffered or reasonably
anticipated  by  either  the  Savings  Association  Insurance  Fund or the  Bank
Insurance  Fund of the FDIC as a result of the default of a commonly  controlled
insured depository  institution or for any assistance  provided by the FDIC to a
commonly  controlled  insured depository  institution in danger of default.  The
FDIC may decline to enforce the cross-guarantee provisions if it determines that
a waiver  is in the best  interest  of the SAIF or the BIF or both.  The  FDIC's
claim  for  damages  is  superior  to  claims  of  stockholders  of the  insured
depository  institution  or its holding  company but is subordinate to claims of
depositors,  secured  creditors  and  holders of  subordinated  debt (other than
affiliates) of the commonly controlled insured depository institutions.

         The FDIA also provides that amounts  received from the  liquidation  or
other resolution of any insured  depository  institution by any receiver must be
distributed (after payment of secured claims) to pay the deposit  liabilities of
the  institution  prior to payment  of any other  general  or  unsecured  senior
liability,   subordinated  liability,  general  creditor  or  stockholder.  This
provision  would give  depositors  a preference  over  general and  subordinated
creditors  and  stockholders  in the event a receiver is appointed to distribute
the assets of the Banks.

         Any capital  loans by a bank holding  company to any of its  subsidiary
banks are  subordinate  in right of payment  to  deposits  and to certain  other
indebtedness of such subsidiary  bank. In the event of a bank holding  company's
bankruptcy,  any  commitment  by the bank  holding  company  to a  federal  bank
regulatory  agency to maintain the capital of a subsidiary  bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.

         Under the National Bank Act, if the capital stock of a national bank is
impaired by losses or otherwise,  the Office of the  Comptroller of the Currency
("OCC") is authorized to require  payment of the  deficiency by assessment  upon
the bank's  shareholders',  pro rata, and to the extent  necessary,  if any such
assessment is not paid by any shareholder after three months notice, to sell the
stock of such shareholder to make good the deficiency.



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<PAGE>



Capital Adequacy

         The various federal bank regulators,  including the Federal Reserve and
the OCC, have adopted risk-based capital requirements for assessing bank holding
company and bank capital  adequacy.  These  standards  define what  qualifies as
capital  and  establish  minimum  capital  standards  in  relation to assets and
off-balance-sheet exposures, as adjusted for credit risks. Capital is classified
into two tiers.  For bank holding  companies,  Tier 1 or "core" capital consists
primarily of common shareholders' equity,  perpetual preferred stock (subject to
certain  limitations)  and minority  interests in the common equity  accounts of
consolidated subsidiaries, and is reduced by goodwill and certain investments in
other corporations ("Tier 1 Capital").  Tier 2 capital consists of the allowance
for  possible  loan  losses  (subject  to  certain  limitations),   and  certain
subordinated debt, "hybrid capital instruments", subordinated and perpetual debt
and  intermediate  term and other preferred stock ("Tier 2 Capital").  A minimum
ratio of total capital to risk- weighted  assets of 8.00% is required and Tier 1
capital  must be at least 50% of total  capital.  The Federal  Reserve  also has
adopted  a  minimum  leverage  ratio  of Tier 1  Capital  to total  assets  (not
risk-weighted)  of 3%. The 3% Tier 1 Capital to total assets  ratio  constitutes
the leverage standard for bank holding companies and national banks, and will be
used in conjunction with the risk-based ratio in determining the overall capital
adequacy of banking organizations.

     The  Federal  Reserve  and the  OCC  have  emphasized  that  the  foregoing
standards are supervisory minimums and that an institution would be permitted to
maintain  such levels of capital only if it had a composite  rating of "1" under
the regulatory  rating systems for bank holding  companies and banks.  All other
bank holding  companies are required to maintain a leverage  ratio of 3% plus at
least 1% to 2% of additional  capital.  These rules further provide that banking
organizations  experiencing  internal  growth  or  making  acquisitions  will be
expected  to  maintain  capital  positions   substantially   above  the  minimum
supervisory  levels and comparable to peer group averages,  without  significant
reliance on  intangible  assets.  The Federal  Reserve  continues  to consider a
"tangible  Tier 1 leverage  ratio" in evaluation  proposals for expansion or new
activities.  The  tangible  Tier 1  leverage  ratio is the  ratio  of a  banking
organization's  Tier 1 Capital less all intangibles,  to total assets,  less all
intangibles. The Federal Reserve has not advised the Corporation of any specific
minimum  leverage  ratio  applicable  to  it.  As  of  December  31,  1996,  the
Corporation,  BOC and  BOCL  had  leverage  ratios  of  9.3%;  11.0%;  and  7.4%
respectively,  and total risk-adjusted  capital ratios of 12.8%;  14.8%;  10.8%,
respectively.

Payment of Dividends

         If a national  bank's  surplus  fund  equals the amount of its  capital
stock, the directors may declare quarterly,  semi-annual or annual dividends out
of the bank's  net  profits,  after  deduction  of losses and bad debts.  If the
surplus fund does not equal the amount of capital  stock,  a dividend may not be
paid until  one-tenth of the bank's net profits of the  preceding  half year, in
the case of quarterly or semi-annual  dividends,  or the preceding two years, in
the case of an annual dividend, are transferred to the surplus fund.

         The  approval  of the OCC is  required  if the  total of all  dividends
declared by a national  bank in any  calendar  year will exceed the total of its
retained net profits of that year  combined with its retained net profits of the
two preceding  years,  less any required  transfers to surplus or a fund for the
retirement of any preferred stock.  OCC regulations  provide that provisions for
possible credit losses cannot be added back to net income and charge-offs cannot
be deducted from net income in  calculating  the level of net profits  available
for the payment of dividends.

         The payment of  dividends  by the Banks may also be affected or limited
by other factors,  such as the  requirements to maintain  adequate capital above
regulatory guidelines.  In addition, if, in the opinion of the OCC, a bank under
its  jurisdiction  is  engaged  in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends),  the OCC may require,  after notice and hearing, that
such bank cease and desist from such practice. The OCC has indicated that paying
dividends  that deplete a national  bank's  capital base to an inadequate  level
would be an unsafe and unsound banking  practice.  The Federal Reserve,  the OCC
and the FDIC have issued  policy  statements  which  provide  that bank  holding
companies and insured banks should  generally  only pay dividends out of current
operating earnings.

                                        6

<PAGE>




Bank Regulation

     BOC and BOCL are subject to supervision and examination by the OCC. The OCC
regulates  and monitors  all areas of the Banks'  operations,  including  loans,
mortgages,  issuance of securities,  capital adequacy, payment of dividends, and
establishment  of branches.  Interest  and certain  other  charges  collected or
contracted  for by the Banks are also  subject to state  usury laws and  certain
federal laws concerning  interest rates. BOC and BOCL are members of the Federal
Reserve  System,  and their  deposits  are insured by the FDIC up to the maximum
permitted by law.

         Under  present  law,  the Banks  currently  may  establish  and operate
branches  throughout the State of South Carolina,  subject to the maintenance of
adequate capital for each branch and the receipt of OCC approval.

Insurance of Deposits

         As  FDIC-insured  institutions,  the Banks  are  subject  to  insurance
assessments imposed by the FDIC. Under current law, the insurance  assessment to
be paid  by  FDIC-insured  institutions  shall  be as  specified  in a  schedule
required  to be issued by the FDIC that  specifies,  at  semi-annual  intervals,
target  reserve ratios  designed to increase the FDIC  insurance  fund's reserve
ratio to 1.25% of estimated  insured  deposits (or such higher ratio as the FDIC
may determine in accordance with the statute) in 15 years.  Further, the FDIC is
authorized  to impose  one or more  special  assessments  in any  amount  deemed
necessary to enable  repayment  of amounts  borrowed by the FDIC from the United
States Department of the Treasury.

         Effective   December 11,  1996,  the  FDIC   implemented  a  risk-based
assessment  schedule,  having  assessments  ranging  from  0.00%  to 0.27% of an
institution's  average assessment base. The actual assessment to be paid by each
FDIC-insured   institution  is  based  on  the  institution's   assessment  risk
classification,  which  is  determined  based  on  whether  the  institution  is
considered "well capitalized,"  "adequately  capitalized" or "undercapitalized",
as such terms have been defined in applicable  federal  regulations, and whether
such institution is considered by its supervisory agency to be financially sound
or to have supervisory concerns. Under uniform regulations defining such capital
levels  issued by each of the federal  banking  agencies,  a bank is  considered
"well  capitalized"  if it has (i) a total  risk-based  capital  ratio of 10% or
greater,  (ii) a Tier 1  risk-based  capital  ratio  of 6% or  greater,  (iii) a
leverage ratio of 5% or greater, and (iv) is not subject to any order or written
directive to meet and maintain a specific capital level for any capital measure.
An  "adequately  capitalized"  bank  is  defined  as one  that  has  (i) a total
risk-based  capital  ratio of 8% or greater,  (ii) a Tier 1  risk-based  capital
ratio of 4% or  greater,  and (iii) a leverage  ratio of 4% or greater (or 3% or
greater  in the case of a bank with a  composite  CAMEL  rating of 1). A bank is
considered  "undercapitalized" if it has (i) a total risk-based capital ratio of
less than 8%, (ii) a Tier 1 risk-based capital ratio of less than 4%, or (iii) a
leverage  ratio of less  than 4% (or 3% in the case of a bank  with a  composite
CAMEL  rating of 1). As a result of the current  provisions  of federal law, the
assessment  rates on deposits could increase over present  levels.  Based on the
current  financial  condition and capital levels of the Banks,  the  Corporation
does not expect that the current FDIC risk-based assessment schedule will have a
material adverse effect on the Banks' earnings.  The Banks' risk-based insurance
assessments  are set at 0.00% for the first half of 1997.  The FDIC may increase
or decrease the new assessment  rates  semiannually up to a maximum  increase or
decrease of 5 basis points.

Legislation

         In 1989 and again in 1991, Congress enacted  comprehensive  legislation
affecting  the  commercial   banking  and  thrift   industries:   the  Financial
Institutions Reform, Recovery and Enforcement Act (FIRREA") and the 1991 Banking
Law.  FIRREA,  among  other  things,  abolished  the  Federal  Savings  and Loan
Insurance  Corporation  and  established  two  new  insurance  funds  under  the
jurisdiction  of the FDIC: the Bank  Insurance Fund ("BIF"),  which insures most
commercial banks,  including BOC and BOCL, and the Savings Association Insurance
Fund ("SAIF"), which insures most thrift institutions.


                                        7

<PAGE>
         FIRREA permitted bank holding companies to acquire savings associations
subject to  appropriate  regulatory  approvals.  The  entities  acquired  may be
operated as separate savings  associations,  converted into banks or, if certain
conditions are satisfied, merged into existing bank affiliates.

         FIRREA   also   imposed,    with   certain   limited   exceptions,    a
"cross-guarantee" on the part of commonly controlled depository institutions, as
discussed  above under  "Obligations  of Holding  Corporation  to its Subsidiary
Banks."

         The 1991 Banking Law supplements  the federal  banking  agencies' broad
powers to take  corrective  action to resolve  problems  of  insured  depository
institutions,  generally  authorizing  earlier  intervention in the affairs of a
particular  institution and imposing express  requirements  that are tied to the
institution's  level  of  capital.  If a  depository  institution  fails to meet
regulatory capital  requirements  specified in the 1991 Banking Law,  regulatory
agencies can require submission and funding of a capital restoration plan by the
institution,  place limits on its activities,  require the raising of additional
capital and,  ultimately,  require the  appointment of a conservator or receiver
for  the  institution.  Where  a  capital  restoration  plan  is  required,  the
regulatory agency may require a bank holding company to guarantee as a condition
of  approval  of the plan the  lower of 5% of an  undercapitalized  subsidiary's
assets or the amount required to meet regulatory  capital  requirements.  If the
controlling  bank holding company fails to fulfill its obligations  with respect
to such a plan and files (or has filed against it) a petition  under the federal
Bankruptcy  Code,  the claim would be entitled to a priority in such  bankruptcy
proceeding over third party creditors of the bank holding company.

         The 1991 Banking Law required each federal  banking  agency,  including
the Federal Reserve,  to revise its risk-based  capital standards to ensure that
those standards take adequate  account of interest rate risk,  concentration  of
credit risk and the risks of non-traditional  activities, as well as reflect the
actual  performance  and expected risk of loss on  multi-family  mortgages.  The
Federal  Reserve,  the FDIC and the OCC have  issued a joint rule  amending  the
capital  standards  to specify that the banking  agencies  will include in their
evaluations  of a bank's  capital  adequacy  an  assessment  of the  exposure to
declines in the economic  value of the bank's capital due to changes in interest
rates.  The agencies  have also issued a joint policy  statement  that  provides
bankers guidance on sound practices for managing  interest rate risk. The policy
statement identifies the key elements of sound interest rate risk management and
describes  prudent  principles and practices for each element,  emphasizing  the
importance  of adequate  oversight  by a bank's  board of  directors  and senior
management and of a comprehensive risk management process.  The policy statement
also outlines the critical factors that will affect the agencies'  evaluation of
a bank's interest rate risk when making a determination of capital adequacy.  In
adopting the policy  statement,  the agencies have asserted  their  intention to
continue to place  significant  emphasis on the level of a bank's  interest rate
risk exposure and the quality of its risk  management  process when evaluating a
bank's capital adequacy.

         The Federal  Reserve,  the FDIC,  the Office of the  Comptroller of the
Currency  and the  Office of Thrift  Supervision  have also  issued a joint rule
amending the risk-based  capital  guidelines to take account of concentration of
credit risk and the risk of non-  traditional  activities.  The rule amends each
agency's risk-based capital standards by explicitly identifying concentration of
credit risk and the risk arising from other sources, as well as an institution's
ability to manage these risks, as important  factors to be taken into account by
the agency in assessing an institution's overall capital adequacy.

         The 1991 Banking Law also restricts the acceptance of brokered deposits
by insured  depository  institutions  and contains a number of consumer  banking
provisions,   including  disclosure  requirements  and  substantive  contractual
limitations with respect to deposit accounts.

         The 1991 Banking Law also required each of the federal banking agencies
to develop  regulations  addressing  certain safety and soundness  standards for
insured depository  institutions and depository  institution  holding companies,
including  operational  and managerial  standards,  asset quality,  earnings and
stock valuation  standards,  as well as  compensation  standards (but not dollar
levels of compensation). On September 23, 1994, the Riegle Community Development
and Regulatory Improvement Act of 1994 amended the 1991 Banking Law to authorize
the agencies to establish  safety and  soundness  standards by  regulation or by
guideline.  Accordingly,  the federal banking  agencies have issued  Interagency
Guidelines  Establishing  Standards  for Safety and  Soundness,  which set forth
general operational and managerial  standards in the areas of internal controls,
information  systems and internal  audit  systems,  loan  documentation,  credit
underwriting,  interest rate exposure,  asset growth and compensation,  fees and
benefits. The
                                        8
<PAGE>



Guidelines  also  prohibit  payment of excessive  compensation  as an unsafe and
unsound practice.  Compensation is defined as excessive if it is unreasonable or
disproportionate to the services actually performed.  Bank holding companies are
not subject to the  Guidelines.  The  Guidelines  contemplate  that each federal
agency will determine  compliance with these  standards  through the examination
process, and if necessary to correct weaknesses,  require an institution to file
a written safety and soundness  compliance plan. The Corporation does not expect
the Guidelines to materially change current operations of the Banks.

Enforcement Policies and Actions

         FIRREA  significantly  increased the enforcement powers of the OCC, the
Federal Reserve and the other federal  depository  institution  regulators,  and
authorizes the imposition of civil money  penalties of from $5,000 per day up to
$1,000,000  per day for  violations  of federal  banking  laws and  regulations.
Persons who are affiliated  with depository  institutions  and are found to have
violated  federal  banking laws and  regulations  can be removed from any office
held in such  institution and banned for life from  participating in the affairs
of such an institution. The banking regulators have not hesitated to use the new
enforcement authorities provided them under FIRREA.

Community Reinvestment Act

         The Banks are subject to the requirements of the Community Reinvestment
Act  (the  "CRA").  The  CRA  requires  that  financial   institutions  have  an
affirmative  and  ongoing  obligation  to meet the credit  needs of their  local
communities,  including low- and moderate-income neighborhoods,  consistent with
the safe and sound operation of those institutions. Each financial institution's
efforts in meeting  the  community  credit  needs are  evaluated  as part of the
examination  process pursuant to twelve assessment  factors.  These factors also
are considered in evaluating  mergers,  acquisitions  and applications to open a
branch or facility.  Both Banks received  ratings of  satisfactory in their most
recent evaluations.

         The federal  banking  agencies,  including the OCC, have issued a joint
rule that changes the method of evaluating an institution's CRA performance. The
new rule evaluates  institutions based on their actual performance  (rather than
efforts) in meeting community credit needs.  Subject to certain exceptions,  the
OCC assesses the CRA performance of a bank by applying  lending,  investment and
service tests. The lending test evaluates a bank's record of helping to meet the
credit  needs  of  its  assessment  area  through  its  lending   activities  by
considering  a bank's home  mortgage,  small  business,  small  farm,  community
development, and consumer lending. The investment test evaluates a bank's record
of helping to meet the credit needs of its  assessment  area  through  qualified
investments that benefit its assessment area or a broader  statewide or regional
area that  includes the bank's  assessment  area.  The service test  evaluates a
bank's  record of  helping to meet the credit  needs of its  assessment  area by
analyzing  both the  availability  and  effectiveness  of a bank's  systems  for
delivering  retail  banking  services and the extent and  innovativeness  of its
community  development  services.  The  OCC  assigns  a  rating  to  a  bank  of
"outstanding," satisfactory," "needs to improve," or "substantial noncompliance"
based on the bank's performance under the lending, investment and service tests.
To evaluate compliance with the tests, subject to certain exceptions, banks will
be  required  to collect and report to the OCC  extensive  demographic  and loan
data.

         For  banks  with  total  assets  of less  than  $250  million  that are
affiliates  of a holding  company with banking and thrift assets of less than $1
billion, such as the Banks and Corporation,  the OCC evaluates the bank's record
of helping to meet the  credit  needs of its  assessment  area  pursuant  to the
following criteria:  (1) the bank's loan-to-deposit ratio, adjusted for seasonal
variation and, as appropriate,  other lending-related  activities,  such as loan
originations for sale to the secondary markets,  community development loans, or
qualified  investments;  (2) the percentage of loans and, as appropriate,  other
lending-related activities located in the bank's assessment area; (3) the bank's
record of lending to and,  as  appropriate,  engaging  in other  lending-related
activities for borrowers of different  income levels and businesses and farms of
different  sizes;  (4) the geographic  distribution of the bank's loans; and (5)
the  bank's  record of taking  action,  if  warranted,  in  response  to written
complaints  about  its  performance  in  helping  to meet  credit  needs  in its
assessment  area.  Small banks may also elect to be assessed under the generally
applicable  standards  of the rule,  but to do so a small bank must  collect and
report extensive data.

                                        9

<PAGE>




         A bank may also submit a strategic  plan to the OCC and be evaluated on
its performance under the plan.

Other Laws and Regulations

         Interest and certain other charges  collected or contracted  for by the
Banks are  subject  to state  usury laws and  certain  federal  laws  concerning
interest rates.  The Banks'  operations are also subject to certain federal laws
applicable  to credit  transactions,  such as the federal  Truth-In-Lending  Act
governing  disclosures  of credit  terms to consumer  borrowers,  CRA  requiring
financial institutions to meet their obligations to provide for the total credit
needs of the communities they serve,  including  investing their assets in loans
to low- and moderate-income  borrowers, the Home Mortgage Disclosure Act of 1975
requiring financial institutions to provide information to enable the public and
public officials to determine whether a financial  institution is fulfilling its
obligation to help meet the housing needs of the community it serves,  the Equal
Credit Opportunity Act prohibiting discrimination on the basis of race, creed or
other prohibited  factors in extending credit,  the Fair Credit Reporting Act of
1978  governing  the  use and  provision  of  information  to  credit  reporting
agencies,  the Fair Debt  Collection  Act governing the manner in which consumer
debts may be collected by collection agencies,  and the rules and regulations of
the various federal  agencies  charged with the  responsibility  of implementing
such federal laws.  The deposit  operations of the Banks also are subject to the
Right to Financial Privacy Act, which imposes a duty to maintain confidentiality
of consumer  financial  records and  prescribes  procedures  for complying  with
administrative subpoenas of financial records, and the Electronic Funds Transfer
Act and Regulation E issued by the Federal  Reserve to implement that act, which
govern  automatic   deposits  to  and  withdrawals  from  deposit  accounts  and
customers'  rights and  liabilities  arising  from the use of  automated  teller
machines and other electronic banking services.

         From time to time,  bills are pending before the United States Congress
which contain wide-ranging proposals for altering the structure,  regulation and
competitive  relationships of the nation's  financial  institutions.  Among such
bills are proposals to prohibit banks and bank holding companies from conducting
certain  types of  activities,  to subject  banks to  increased  disclosure  and
reporting  requirements,  to alter the statutory  separation  of commercial  and
investment  banking,  and to further  expand the powers of banks,  bank  holding
companies and  competitors of banks.  It cannot be predicted  whether or in what
form any of these  proposals  will be  adopted  or to the  extent  to which  the
business of the Corporation and its subsidiaries may be affected thereby.

Fiscal and Monetary Policy

         Banking is a business which depends on interest rate differentials.  In
general,  the difference between the interest paid by a bank on its deposits and
its  other  borrowings,  and the  interest  received  by a bank on its loans and
securities holdings,  constitutes the major portion of a bank's earnings.  Thus,
the earnings and growth of the  Corporation  will be subject to the influence of
economic  conditions  generally,  both  domestic  and  foreign,  and also to the
monetary and fiscal policies of the United States and its agencies, particularly
the Federal Reserve.  The Federal Reserve  regulates the supply of money through
various  means,  including  open-market  dealings  in United  States  government
securities,  the  discount  rate at which  banks  may  borrow  from the  Federal
Reserve, and the reserve requirements on deposits.  The nature and timing of any
changes  in  such  policies  and  their  impact  on the  Corporation  cannot  be
predicted.

Item 2  -  Properties

The principal  operating  facility for the  Corporation is currently  located at
1136 Washington Street, Suite 200, Columbia, South Carolina. The Corporation has
leased  approximately  5,700 square feet of space at that address on a five-year
lease  commencing  on  February  1,  1995  with one  five-year  renewal  option.
Information relating to the premises leased by the Banks is set forth under Item
1 - "Business - General - The Banks - "Premises." The Corporation  considers all
properties leased by the Banks suitable and adequate for their intended purpose.


                                       10

<PAGE>

Item 3 - Legal Proceedings

         Incorporated  by  reference  to  Note  2  to   Consolidated   Financial
Statements on  page 24 of the  Registrant's  1996 Annual Report to  Shareholders
(the "Annual Report").

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

         No matter was submitted to a vote of security holders during the fourth
quarter of 1996.

                                     PART II

Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters

         Incorporated  by reference to  information  set forth under the caption
"Stock Data and Dividends" on page 15 of the Annual Report.

         During 1996,  the  Registrant  issued shares of its common stock to the
following  persons upon exercise of options issued pursuant to the  Registrant's
Incentive  Stock  Option  Plan.  The  securities  were  issued  pursuant  to the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933 because the issuance did not involve a public offering by the issuer.

<TABLE>
<CAPTION>

  Date                                       Shares          Exercise
 Issued                Name                  Issued           Price
 ------                ----                  ------           -----
<C>               <C>                       <C>           <C>
05/01/96          William Harley              440         $   5.35
                                              248             6.30
                                              192             7.29
10/17/96          Maurisa B. Hudson         1,100             6.32
12/03/96          Floyd J. Blackmon         1,100             6.32
12/09/06          John P. Barnwell          1,100             6.32
12/12/96          Carmel R. Dodds             550             6.32
12/18/96          Arthur P. Swanson         1,100             6.32
12/30/96          Neida Hendrix               550             6.32
12/31/96          H. Jerry Shearer          2,200             6.32
-- -- --                                    -----                    
                                            8,580
                                            =====
</TABLE>

Item 6 - Selected Financial and Other Data

         Incorporated  by reference to  information  set forth under the caption
"Financial Summary" on page 5 of the Annual Report.

Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operation.

         Incorporated  by reference to  information  set forth under the caption
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" on pages 5 through 17 of the Annual Report.

Item 8 - Financial Statements and Supplemental Data

         Incorporated by reference to the  Registrant's  Consolidated  Financial
Statements and Notes thereto and Report of Independent  Accountants set forth on
pages 18 through 35 of the Annual Report.

Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

         Incorporated  by reference to  information  set forth under the caption
"Changes in Independent Auditors" on page 17 of the Annual Report.

                                       11

<PAGE>



                                    PART III

Item 10 - Directors and Executive Officers of the Registrant

The information required by this item is set forth under "Election of Directors"
on pages 4 through 7 of the  Registrant's  Proxy  Statement  filed in connection
with the 1997 Annual Meeting of Shareholders (the "1997 Proxy Statement"), which
information is incorporated herein by reference.

Item 11 -  Executive Compensation

The information required by this item is set forth under "Executive Officers" on
pages  7  through  11  of  the  1997  Proxy  Statement,   which  information  is
incorporated herein by reference.

Item 12 -  Security Ownership of Certain Beneficial Owners and Management

The information  required by this item is set forth under "Security Ownership of
Certain Beneficial Owners and Management" on pages 2 through 4 of the 1997 Proxy
Statement, which information is incorporated herein by reference.

Item 13 -  Certain Relationships and Related Transactions

The information required by this item is set forth under "Certain  Relationships
and  Related  Transactions"  on  page  11 of the  1997  Proxy  Statement,  which
information is incorporated herein by reference.

                                     Part IV

Item 14 - Exhibits, Financial Statements, Schedules and Reports on Form 8-K

         (a)      Financial Statements and Exhibits

               1.   See item 8 for a listing  of all  financial  statements  and
                    supplementary data.

               2.   Financial   Statement   Schedules   are   included   in  the
                    consolidated  financial statements referenced in Item 14(a)1
                    above.

               3.   Exhibits


                                       12

<PAGE>



               3(a) Articles of Incorporation of the Registrant (incorporated by
                    reference   to   exhibits   filed   with  the   Registrant's
                    Registration Statement on Form S-1, File No. 33- 29091)

               3(b) Bylaws  of the  Registrant  (incorporated  by  reference  to
                    exhibits filed with the  Registrant's  Annual Report on Form
                    10-K for the Year Ended December 31, 1993, File No. 0-19045)

               4    Specimen  Stock  Certificate  (incorporated  by reference to
                    exhibits filed with the Registrant's  Registration Statement
                    on Form S-1, File No. 33-29091)

               10(a)Lease  Agreement  dated  May  15,  1987   (incorporated   by
                    reference   to   exhibits   filed   with  the   Registrant's
                    Registration Statement on Form S-1, File No. 33-29091)

               10(d)Lease  Agreement  dated  May  19,  1987   (incorporated   by
                    reference to exhibits filed with  Registrant's  Registration
                    Statement on Form S-1, File No. 33-29091)

               10(e)Incentive  Stock Option Plan  (incorporated  by reference to
                    exhibits filed with the Registrant's  Registration Statement
                    on Form S-1, File No. 33-29091)

               10(f)1995  Stock  Option  Plan   (incorporated  by  reference  to
                    exhibits filed with proxy statement relating to Registrant's
                    1995 Annual Meeting of Shareholders).

               10(g)Employment   Agreement  between  Registrant  and  Arthur  M.
                    Swanson  (incorporated  by reference to exhibits  filed with
                    the  Registrant's  Registration  Statement on Form S-1, File
                    No. 33-29091)

               10(h)Employment  Agreement  between  Bank of  Columbia,  NA.  and
                    Michael Kapp  (incorporated  by reference to exhibits  filed
                    with the  Registrant's  Annual  Report  on Form 10-K for the
                    Year Ended December 31, 1993, File No. 0-19045)

               10(i)Lease  Agreement  dated November 10, 1994  (incorporated  by
                    reference  to exhibits  filed with the  Registrant's  Annual
                    Report on Form 10-K for the Year Ended  December  31,  1994,
                    File No. 0-19045)

               13   Portions of 1996 Annual Report to Shareholders

               21   List of Subsidiaries  (incorporated by reference to exhibits
                    filed with the  Registrant's  Annual Report on Form 10-K for
                    the Year Ended December 31, 1993, File No. 0-19045)

               24   Power of Attorney

               27   Financial Data Schedule

               (b)  No current  Reports on Form 8-K were filed during the fourth
                    quarter of 1996

               (c)  Exhibits  - The  response  to  this  portion  of  Item 14 is
                    submitted as a separate section of this Item.


                                       13

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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,  in the City of Columbia,
State of South Carolina, on the 26th day of March, 1997.


                                           COMSOUTH BANKSHARES, INC.

                                               */s/Arthur M. Swanson
                                           By:----------------------------------
                                               Arthur M. Swanson
                                           President and Chief Executive Officer

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

Signatures                             Titles                       Date


*/s/Arthur M. Swanson
----------------------------   President and Director            March 26, 1997
Arthur M. Swanson           (Principal Executive Officer)


/s/Harry R. Brown
---------------------------    Chief Financial Officer           March 26, 1997 
Harry R. Brown                & Chief Operating Officer
                              (Principal Financial and
                                 Accounting Officer)

*/s/Mason R. Chrisman
                                Chairman of the Board            March 26, 1997
----------------------------
Mason R. Chrisman                   and Director


*/s/W. Carlyle Blakeney, Jr.
                                      Director                   March 26, 1997
----------------------------
W. Carlyle Blakeney, Jr.

                       
*/s/R. Lee Burrows, Jr.
----------------------------          Director                   March 26, 1997
R. Lee Burrows, Jr.


*/s/Charles R. Jackson
                                      Director                   March 26, 1997
----------------------------
Charles R. Jackson


*/s/J. Michael Kapp
                                      Director                   March 26, 1997
----------------------------
J. Michael Kapp


*/s/LaVonne N. Phillips
                                      Director                   March 26, 1997
----------------------------
LaVonne N. Phillips


                                       14

<PAGE>



*/s/John C. B. Smith, Jr.
                                      Director                   March 26, 1997
----------------------------
John C. B. Smith, Jr.


*/s/Arthur P. Swanson
                                      Director                   March 26, 1997
----------------------------
Arthur P. Swanson


/s/Harry R. Brown                                                March 26, 1997

Harry R. Brown
*  By:  (Attorney in Fact
   for each of the persons
   indicated)







                                       15

<PAGE>



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                                                            
           Description                                                                                 
<S>        <C>                                                                            <C>
 3(a) -    Articles of Incorporation of the Registrant (incorporated by reference to      Previously Filed
           exhibits filed with the Registrant's Registration Statement on Form S-1,
           File No. 33-29029).

 3(b)      - Bylaws of the  Registrant  (incorporated  by  reference to exhibits          Previously Filed
           filed with Previously  Filed the  Registrant's  Annual Report on Form
           10-K for the Year Ended December 31, 1993, File No. 0-19045).

4          Specimen  Stock  Certificate  (incorporated  by reference to exhibits          Previously Filed
           filed with the Registrant's  Registration Statement on Form S-1, File
           No. 33-29091)

10(a) -    Lease Agreement dated May 15, 1987 (incorporated by reference to               Previously Filed
           exhibits filed with the Registrant's Registration Statement on Form S-1,
           File No. 33-29091).

10(b) -    Lease Agreement dated May 17, 1987 (incorporated by reference to               Previously Filed
           exhibits filed with the Registrant's Registration Statement on Form S-1,
           File No. 33-29091).

10(e) -    Incentive Stock Option Plan (incorporated by reference to exhibits filed       Previously Filed
           with the Registrant's Registration Statement on Form S-1, File No. 3-
           29091).

10(f)      1995 Stock Option Plan  (incorporated  by reference to exhibits filed          Previously Filed
           with Previously Filed proxy statement  relating to Registrant's  1995
           Annual Meeting of Shareholders).

10(g) -    Employment agreement between Registrant and Arthur M. Swanson                  Previously Filed
           (incorporated by reference to exhibits filed with the Registrant's
           Registration Statement on Form S-1, File No. 33-29091).

10 (h) -   Employment agreement between Bank of Columbia, N.A., and J. Michael            Previously Filed
           Kapp (incorporated by reference to exhibits filed with the Registrant's
           Annual Report on Form 10-K for the Year Ended December 31, 1993,
           File No. 0-19045).

10(i) -    Lease Agreement dated November 10, 1994 (incorporated by reference to          Previously Filed
           exhibits filed with the Registrant's Annual Report on Form 10-K for the
           Year Ended December 31, 1994, File No. 0-19045).

13         Portions of 1996 Annual Report to Shareholders                                 Attached

21         List of Subsidiaries (incorporated by reference to exhibits filed with the     Previously Filed
           Registrant's Annual Report on Form 10-K for the Year Ended December
           31, 1993, File No. 0-19045).

24         Power of Attorney                                                              Attached

27         Financial Data Schedule                                                        Attached


</TABLE>
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