SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB-A
                                 AMENDMENT NO. 1

|X|  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934.

For the fiscal year ended June 30, 1999
                          -------------

Commission file number 0-24476
                       -------

                    South Carolina Community Bancshares, Inc.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                  Delaware                              57-0999615
                  --------                  ------------------------------------
       (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

           110 S. Congress Street
          Winnsboro, South Carolina                                      29180
         ---------------------------                                     -----
       (Address of principal executive                                (Zip Code)
                  offices)
                                          Telephone Number: (803) 635-5536
                                                            --------------

         Indicate by checkmark  whether the Registrant (1) has filed all reports
required to be filed by Sections 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
                                            ----                   ----

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

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

         The aggregate market value of the voting stock held by nonaffiliates of
the Registrant,  computed by reference to the closing price of such stock on the
NASDAQ SmallCap Market on September 17, 1999 was approximately  $6,668,000.  For
the purpose of this  calculation,  officers and directors of the  Registrant are
considered nonaffiliates.

         The Registrant's  revenues for the fiscal year ended June 30, 1999 were
$3,532,000.

         The number of shares outstanding of the Registrant's  Common Stock, the
registrant's  only class of outstanding  capital stock,  as of June 30, 1999 was
538,716.

                       Documents Incorporated by Reference

None



<PAGE>



                                    PART III

Item 9.           Directors and Officers of the Registrant
------            ----------------------------------------

         The Board of Directors of South  Carolina  Community  Bancshares,  Inc.
(the "Company") consists of six members.  Directors of the Company are generally
elected to serve for a three-year  period and until their respective  successors
shall have been elected and shall qualify.  Only one class of Directors  expires
in each year.  The table  below sets forth  certain  information  regarding  the
composition of the Company's  Board of Directors as of June 30, 1999,  including
the terms of office of Board members.

<TABLE>
<CAPTION>
                                                                          Term to          Shares of
                                                                      Expire follow-     Common Stock
                                      Positions                         ing Fiscal       Beneficially
                                     Held in the          Director      Year Ending        Owned on        Percent
       Name             Age            Company            Since(1)       June  30        June 30, 1999    Of Class
       -----            ---            -------            -----          --------        -------------    --------


<S>                     <C>           <C>                   <C>            <C>            <C>                <C>
Richard H. Burton       79            Director              1986           2001           9,680(2)           1.77%
George R.
 Lauderdale, Jr.        75            Director              1987           2001          19,680(2)           3.63


Alan W. Pullen          42       President and Chief        1987           1999       32,034(3)(6)           5.78
                                  Executive Officer
Philip C. Wilkins       44            Director              1996           1999           4,752(4)           0.88
 Quay W. McMaster       73      Chairman of the Board       1978           2000          36,226(2)           6.69

John S. McMeekin        45            Director              1995           2000           6,318(2)           1.17


                                     EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Terri C. Robinson       40     Chief Financial Officer    n/a               n/a        9,968(5)(6)           1.83


All Directors and Executive Officers                                                    118,658(7)          21.05
 as a Group (7 persons)
</TABLE>
------------------------------------
(1)  Reflects initial appointment to the Board of Directors of Community Federal
     Savings Bank (the "Bank"), the Company's
     subsidiary.
(2)  Includes   3,120  shares  that  may  be  acquired   pursuant  to  presently
     exercisable options.
(3)  Includes  15,604  shares  that  may  be  acquired   pursuant  to  presently
     exercisable options.
(4)  Includes   1,560  shares  that  may  be  acquired   pursuant  to  presently
     exercisable options.
(5)  Includes   4,800  shares  that  may  be  acquired   pursuant  to  presently
     exercisable options.
(6)  Includes  7,009  shares and 3,688 shares  allocated  to Mr.  Pullen and Ms.
     Robinson, respectively, under the Bank's Employee Stock Ownership Plan (the
     "ESOP").
(7)  Excludes  36,929 shares of common  stock,  or 6.86% of the shares of common
     stock  outstanding,  owned by the ESOP for the benefit of the  employees of
     the Bank.

         The  principal  occupation  during the past five years of each director
and executive officer of the Company is set forth below. All directors have held
their present positions for five years unless
otherwise stated.




<PAGE>



     Quay W.  McMaster is the owner,  President and Chief  Executive  Officer of
Winnsboro  Plywood Co.,  Inc. and  Winnsboro  Veneer Co.,  Inc. He has served as
Mayor of the Town of Winnsboro since 1973. Mr. McMaster is the past President of
the Bank,  having  served from July 1992 to December  1993,  when he was elected
Chairman of the Board. In addition,  Mr. McMaster was Vice President of the Bank
from 1989 to July 1992.

     Richard H. Burton retired in 1980.  Prior to his  retirement,  he was Plant
Manager of the  Winnsboro  plant of Uniroyal,  Inc.  Mr.  Burton has served as a
director  of the Bank since May 1986,  and he was elected  Vice-Chairman  of the
Board in December 1993. In addition,  Mr. Burton served as Vice President of the
Bank from July 1992 through December 1993.

     Alan W. Pullen is the  President and Chief  Executive  Officer of the Bank,
having been  elected to that  position in December  1993.  From  January 1, 1987
through  December  1993,  Mr. Pullen served as Executive  Vice  President of the
Bank.

     George W. Lauderdale was the Treasurer of Fairfield County,  South Carolina
prior to his retirement on July 1, 1987. Mr. Lauderdale was elected to the Board
of Directors in November  1987, and he has served as Treasurer of the Bank since
1993, and Vice President since October, 1994.

     John S. McMeekin is president of Winnsboro  Furniture Company. He was first
elected to the Board of Directors  of the Bank in  September,  1994,  and to the
Board of Directors of the Company in April, 1995.

     Philip C.  Wilkins,  DMD is a dentist  with  offices  in  Winnsboro,  South
Carolina.  He was first  elected to the Board of  Directors of the Bank in June,
1996, and to the Board of Directors of the Company in September, 1996.

     Terri C.  Robinson  has been  employed  by the Bank  since  1984 in various
capacities, most recently as Bookkeeper, Secretary-Treasurer, and since December
1993, as Chief Financial Officer.

Item 10.          Executive Compensation
-------           ----------------------

Director Compensation

     The  Bank  pays a  $5,000  annual  retainer  to each of its  directors,  in
addition to a $200 per  meeting  fee.  The  Company  pays a fee of $50 per board
meeting  attended.  Directors  have  received  awards of stock options and stock
grants under plans approved by the stockholders.



                                        2

<PAGE>



Executive Compensation

         The  following  table sets forth for the  fiscal  years  ended June 30,
1999, 1998, and 1997,  certain  information as to the total remuneration paid by
the Bank and the  Company  to the Chief  Executive  Officer  of the Bank and the
Company (the "Named Executive Officer").

<TABLE>
<CAPTION>
====================================================================================================================================
                                                Annual Compensation              Long-Term Compensation

                                  Year                                          Restricted                              All Other
          Name and               Ended          Salary                            Stock             Options\           Compensation
     Principal Position         June 30,          (1)          Bonus              Awards             SARS (#)              (2)
====================================================================================================================================
<S>                               <C>              <C>           <C>             <C>                      <C>             <C>
Alan W. Pullen                    1999             $ 68,000      $ 5,000         $     --                 --              $27,324
     President and Chief          1998               68,000        5,000               --                 --
     Executive Officer            1997               64,700        5,000               --                 --               27,902
                                                                                                                           37,504
====================================================================================================================================
</TABLE>
------------------------------------
(1)  Includes directors fees.
(2)  Represents $5,620, $3,000 and $3,668 respectively, of contributions made by
     the Bank on Mr.  Pullen's behalf pursuant to the Bank's 401(k) Plan for the
     fiscal years ended June 30, 1999,  1998, and 1997.  Also includes  $21,704,
     $24,902 and $33,836  relating to the market value of stock allocated to Mr.
     Pullen under the
     Bank's ESOP as of June 30 of each year.

         Employment Agreement. The Bank has entered into an employment agreement
with Alan Pullen,  President and Chief Executive  Officer of the Company and the
Bank.  The  employment  agreement  for Mr.  Pullen with the Bank and the Company
provides for a three-year  term.  Commencing on the first  anniversary  date and
continuing each anniversary date thereafter, the employment agreement renews for
an additional  year,  such that the  remaining  term shall be three years unless
written notice of nonrenewal is given by the Board of Directors after conducting
a performance evaluation of the executive.  The agreement provides that the base
salary of the executive will be reviewed annually. The base salary of Mr. Pullen
is $60,000.  In addition to the base salary,  the employment  agreement provides
that the  executive is to receive all benefits  provided to permanent  full-time
employees of the Bank,  including  among other  things,  participation  in stock
benefit plans and other fringe benefits  applicable to executive  personnel,  as
well as director fees. The employment  agreement provides for the termination by
the Bank of the  executive's  employment for cause at any time. In the event the
Bank chooses to terminate  Mr.  Pullen's  employment  for reasons other than for
cause,  or upon the  termination  of his  employment for reasons other than upon
retirement  or death,  or in the event of his  resignation  from the Bank or the
Company upon: (i) failure to re-elect him to his current office; (ii) a material
change in his functions, duties or responsibilities which change would cause his
position  to become one of lesser  responsibility,  importance  or scope;  (iii)
relocation of his principal  place of employment by more than thirty (30) miles;
(iv) the

                                        3

<PAGE>



liquidation or  dissolution  of the Bank or the Company;  or (v) a breach of the
agreement by the Bank, the executive, or in the event of death, his beneficiary,
would be  entitled to receive an amount  equal to the  greater of the  remaining
payments,  including  base  salary,  bonuses  and other  payments  due under the
remaining  term of the  employment  agreement  or three times the average of the
executive's base salary, including bonuses and other cash compensation paid, and
the amount of any  benefits  received  pursuant to any  employee  benefit  plans
maintained by the Bank, over the five fiscal years  preceding such  termination.
The Bank would also  continue  the  executive's  life,  health,  and  disability
coverage for the remaining  unexpired  term of the  employment  agreement to the
extent  allowed by the plan or  policies  maintained  by the Bank or the Company
from time to time.

         Severance  Agreements.  The Bank has entered into Severance  Agreements
(the "Severance  Agreements") with Ms. Robinson and a senior officer of the Bank
which will provide such officers with certain  benefits in the event of a change
of control of the Bank or the Company.  The Severance  Agreements provide for up
to a three-year term.  Commencing on the first  anniversary date, and continuing
on each anniversary date thereafter, the Board of Directors may extend either of
the Severance  Agreements for an additional year.  Following a change of control
of the Company or the Bank,  as defined in the Severance  Agreement,  an officer
shall be entitled to a payment under the Severance  Agreement if the participant
terminates employment during the term of such agreement, following any demotion,
loss of title, office or significant  authority,  reduction in his or her annual
compensation or benefits,  or relocation of his principal place of employment by
more than 30 miles.  In the event that a participant in the Severance  Agreement
is entitled to receive payments pursuant to the Severance  Agreement,  he or she
shall  receive a cash payment up to a maximum of three times such  participant's
annual  compensation  prior to termination of employment,  plus such participant
shall be entitled to receive life and medical  coverage for a period of up to 36
months from the date of termination.

         Stock  Options.  The Board of  Directors of the Company has adopted the
1994 Stock Option Plan (the "Stock Option Plan"), which has been approved by the
stockholders.  Certain  directors,  officers  and  employees of the Bank and the
Company are eligible to  participate  in the Stock Option Plan. The Stock Option
Plan is administered by a committee of outside directors (the "Committee").  The
Stock Option Plan authorizes the grant of stock options and limited rights equal
to 78,028 shares of Common  Stock.  The Stock Option Plan provides for the grant
of (i) options to purchase  Common Stock intended to qualify as incentive  stock
options under Section 422 of the Internal Revenue Code, (ii) options that do not
so  qualify   ("nonstatutory   options")  and  (iii)  limited  rights  that  are
exercisable only upon a change in control of the Company. Non-employee directors
of the Bank and the Company are only  eligible to receive  nonstatutory  options
under the Stock Option Plan.  Options granted to employees are determined by the
Committee.  Options granted to directors under the Stock Option Plan are awarded
under a formula pursuant to which each non-employee director of both the Company
and the Bank receives an option to purchase  3,901 shares of Common Stock of the
Company. Options must be exercised within ten (10) years from the date of grant.
Stock  options may be  exercised  for up to one year  following  termination  of
service or such later period as determined by the Committee.  The exercise price
of the options must be at least 100% of the fair market value of the  underlying
Common Stock at the time of the grant. Upon the exercise of

                                        4

<PAGE>



"limited  rights"  in the event of a change in  control,  the  optionee  will be
entitled to receive a lump sum cash payment equal to the difference  between the
exercise  price of the option and the fair market  value of the shares of Common
Stock subject to the option on the date of exercise of the right
in lieu of purchasing the stock underlying the option.

         No  options  were  granted  under  the Stock  Option  Plan to the Named
Executive Officer during
the year ended June 30, 1999.

         Set forth below is certain  additional  information  concerning options
outstanding  to the Named  Executive  Officer at June 30, 1999.  No options were
exercised during fiscal 1999.
<TABLE>
<CAPTION>

=========================================================================================================================
                                   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                                              FISCAL YEAR-END OPTION VALUES
=========================================================================================================================
                                                                     Number of Unexercised      Value of Unexercised In-
                                                                           Options at             The-Money Options at
                              Shares Acquired         Value             Fiscal Year-End               Year-End (1)
           Name                Upon Exercise        Realized
                                                                   Exercisable/Unexercisable   Exercisable/Unexercisable
                                                                              (#)                         ($)
-------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                    <C>                     <C>
Alan W. Pullen                      --                 $--                       15,606/3,901            $222,386/$55,589
===========================  =================  =================  ==========================  ==========================
</TABLE>
------------------------------------
(1)  Equals the difference  between the aggregate exercise price of such options
     and the  aggregate  fair  market  value of the shares of Common  Stock that
     would be received upon  exercise,  assuming such exercise  occurred on June
     30, 1999,  at which date the average of the high and low sales price of the
     Common Stock as quoted on the Nasdaq Small Cap Market was $14.25.

         Recognition  and Retention  Plan.  Under the Company's  Recognition and
Retention Plan, which has been approved by the  stockholders,  23,408 shares are
available to be awarded to executive officers and employees and 7,803 shares are
available to be awarded to  non-employee  directors.  These shares were acquired
through open market purchases. A Committee of the Board of Directors of the Bank
and the Company composed of non-employee  directors  administers the Recognition
Plan, and makes awards to executive  officers  pursuant to the Recognition Plan.
However,  awards to outside  directors are fixed by the terms of the Recognition
Plan.  Awards  of Common  Stock  that are  restricted  by the  Recognition  Plan
("Restricted Stock") are nontransferable and nonassignable. All awards under the
Recognition  Plan will vest at a rate of 20% per year.  The Committee may extend
the vesting rate of any awards made after the effective date of the  Recognition
Plan.  When  a  participant's  shares  become  vested  in  accordance  with  the
Recognition Plan, the participant will recognize income equal to the fair market
value of the Restricted Stock so vested at that time, unless the participant has
made an  irrevocable  election  to be taxed on the  shares of  Restricted  Stock
awarded to him in the year of the award.  The amount of income  recognized  by a
participant  will be a deductible  expense of the Company for Federal income tax
purposes.  When shares become vested and are actually  distributed in accordance
with the Recognition  Plan,  participants will also receive amounts equal to any
accrued dividends with respect thereto.


                                        5

<PAGE>



Item 11.          Security Ownership of Certain Beneficial Owners and Management
-------           --------------------------------------------------------------

         Persons and groups who  beneficially  own in excess of 5% of the Common
Stock  are  required  to file  certain  reports  with the  Company  and with the
Securities and Exchange Commission (the "SEC") regarding such ownership pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act"). The following table
sets forth information  regarding each person known to be a beneficial owners of
more than 5% of the  Company's  outstanding  shares of Common  Stock on June 30,
1999.

<TABLE>
<CAPTION>
                                                          Amount of Shares
                                                          Owned and Nature                   Percent of Shares
         Name and Address of                                of Beneficial                     of Common Stock
          Beneficial Owner                                   Ownership                          Outstanding

<S>                                                           <C>                                  <C>
Community Federal Savings                                     62,422 (1)                           11.59%
  Bank Employee Stock Ownership Trust
110 South Congress Street
Winnsboro, South Carolina 29180

Quay W. McMaster                                              36,226 (2)                            6.69
318 Evans Street
Winnsboro, South Carolina 29180

Alan W. Pullen                                             32,034 (3)(4)                            5.78
1735 Center Creek Road
Ridgeway, South Carolina 29130
</TABLE>
--------------------------------
(1)  Under the ESOP,  shares  allocated to  participants'  accounts are voted in
     accordance  with the  participants'  directions.  As of October  30,  1999,
     25,493  shares of stock had been  allocated  to the  accounts of  employees
     under the ESOP.  Unallocated  shares held by the ESOP are voted by the ESOP
     Trustees  in the same  proportion  as shares  for which the  trustees  have
     received voting  instructions from  participants.  The trustees of the ESOP
     are the directors of the Company.
(2)  Includes   3,120  shares  that  may  be  acquired   pursuant  to  presently
     exercisable options.
(3)  Includes  15,604  shares  that  may  be  acquired   pursuant  to  presently
     exercisable options.
(4)  Includes 7,009 shares allocated to Mr. Pullen under the ESOP.

Item 12.          Certain Relationships and Related Transactions
-------           ----------------------------------------------

         All loans or extensions  of credit to executive  officers and directors
are  made  on  substantially  the  same  terms,  including  interest  rates  and
collateral, as those prevailing at the time for comparable transactions with the
general  public and must not involve  more than the normal risk of  repayment or
present other  unfavorable  features.  In addition,  loans made to a director or
executive  officer  in excess of the  greater  of  $25,000  or 5% of the  Bank's
capital and surplus (or in any event greater than  $500,000) must be approved in
advance by a majority of the  disinterested  members of the Board of  Directors.
The Bank provides loans to employees who are not  "executive  officers" for bank
regulatory purposes,  at reduced rates and/or with points waived or reduced. The
only such loan to any current executive officer that exceeded $60,000 since July
1, 1994, was a first mortgage loan to Terri C. Robinson.  The largest  principal
amount  outstanding  on such loan during the fiscal year ended June 30, 1999 was
$62,918,  the amount  outstanding as of September 30, 1999 was $60,187,  and the
interest  rate on such loan at September  30, 1999 was 5.89%.  Loans are made to
directors and executive  officers in the ordinary course of business on the same
terms and conditions as the

                                        6

<PAGE>



Bank would make to any other customer in the ordinary  course of business and do
not  involve  more  than a  normal  risk  of  collectibility  or  present  other
unfavorable features.  Other than as described in this paragraph, all loans that
exceeded $60,000 at any time during fiscal year ended June 30, 1998 to executive
officers,  directors,   immediate  family  members  of  executive  officers  and
directors,  or  organizations  with which  executive  officers and directors are
affiliated,  were made in the ordinary course of business,  on substantially the
same terms including  interest rates and collateral,  as those prevailing at the
time for comparable transactions with other persons.





























                                        7

<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.


                                    SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
                                    -----------------------------------------
                                                  Registrant


Date: October 25, 1999       By:          \s\ Alan W. Pullen
                                          --------------------------------------

                                          Alan W. Pullen
                                          President, Chief Executive
                                          Officer and Director