U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          -----------------------------

                                   FORM 10-QSB

     [X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended March 31, 1999

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from ___________ to _________________

                         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 Number)
 incorporation or organization)

                                             


    110 S. Congress Street, Winnsboro, South Carolina                29180   
   ----------------------------------------------------           -------------
         (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: (803) 635-5536
                                                    --------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                                X  Yes       No
                                                              ----       ----

         As of March 31,  1999,  there were 538,716  shares of the  Registrant's
common stock,  par value $0.01 per share,  outstanding.  The  Registrant  has no
other classes of common equity outstanding.

         Transitional small business disclosure format:

                                                                  Yes      X  No
                                                             ----        ----

                                        1

<PAGE>



                    SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
                                 AND SUBSIDIARY


                            Winnsboro, South Carolina

                                      Index


PART I.                                                                  Page(s)

FINANCIAL INFORMATION

Item 1.
Financial Statements

Consolidated Balance Sheets-(Unaudited) as of June 30, 1998, and 
  March 31, 1999...............................................................3

Consolidated Statements of Income - (Unaudited) for the three and nine 
  months ended March 31, 1998 and 1999.........................................4

Consolidated Statements of Stockholders' Equity (unaudited)....................5

Consolidated Statements of Cash Flows - (Unaudited) for the nine months
  ended March 31, 1998 and 1999..............................................6-7

Notes to (Unaudited) Consolidated Financial Statements.......................8-9

Item 2.
Management's Discussion and Analysis of Financial Condition
  and Results of Operations................................................10-14

PART II.

OTHER INFORMATION

Item 1   Legal Proceedings....................................................15

Item 2.  Changes in Securities................................................15

Item 3.  Defaults Upon Senior Securities......................................15

Item 4.  Submission of Matters to a Vote of Security Holders..................15

Item 5.  Other Information....................................................15

Item 6.  Exhibits and Reports on Form 8-K.....................................15

Signatures....................................................................16




                                        2

<PAGE>



                                      SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
                                                   AND SUBSIDIARY

                                             Consolidated Balance Sheets
                                                    (Unaudited)
                                          (in thousands, except share data)


<TABLE>
<CAPTION>

                                                                                     June 30,           March 31,
                                                                                 -----------------  -----------------
           Assets                                                                      1998               1999
           ------                                                                      ----

<S>                                                                              <C>                <C>         
Cash and due from banks                                                          $        578       $        273
Interest earning deposits                                                               8,100              2,718
Investment securities, held to maturity (market value of $1,871 and $2,486)             1,855              2,483
Investment securities, available for sale (amortized cost of $47 and $58)                  47                 66
Loans receivable, net                                                                  36,007             38,465
Mortgage-backed securities, held to maturity (market value of $35 and $26)                 35                 26
Premises and equipment, net                                                               547                504
Federal Home Loan Bank stock                                                              321                330
Interest receivable                                                                       301                328
Real estate                                                                                71                118
Prepaid expenses and other assets                                                         130                118
                                                                                   ----------         ----------

         Total assets                                                            $     47,992       $     45,429
                                                                                  ===========        ===========

   Liabilities and Stockholders' Equity

Deposits                                                                         $     37,997       $     36,061
Advance payments for taxes and insurance                                                   38                 31
Accrued expenses and other liabilities                                                    361                127
Income taxes:
   Current                                                                                 58                  -
   Deferred                                                                               124                125
                                                                                   ----------         ----------
         Total liabilities                                                             38,578             36,344
                                                                                   ----------         ----------

Stockholders' equity:
   Preferred stock ($.01 par value, 200,000
     shares authorized; none outstanding)                                                   -                  -
   Common stock ($.01 par value, 1,400,000 shares authorized;
     780,275 shares issued; 579,664 outstanding at June 30, 1998,
     and 538,716 at March 31, 1999)                                                         8                  8
   Paid in capital                                                                      7,389              7,411
   Retained earnings, substantially restricted                                          6,865              7,020
   Accumulated other comprehensive income                                                   -                  5
   Treasury stock, at cost (200,611 shares at June 30, 1998 and
     241,559 at March 31, 1999)                                                        (4,185)            (4,797)
   Unearned compensation:
     Employee Stock Ownership Plan                                                       (392)              (350)
     Management Recognition Plan                                                         (271)              (212)
                                                                                   ----------         ----------
         Total stockholders' equity                                                     9,414              9,085
                                                                                   ----------         ----------

         Total liabilities and stockholders' equity                              $     47,992       $     45,429
                                                                                  ===========        ===========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


<PAGE>




                                      SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
                                                   AND SUBSIDIARY

                                          Consolidated Statements of Income
                                                    (Unaudited)
                                        (in thousands, except per share data)


<TABLE>
<CAPTION>

                                                       For Three Months Ended               For Nine Months Ended
                                                             March 31,                            March 31,
                                                  --------------------------------     --------------------------------

                                                        1998             1999                 1998             1999
                                                        ----             ----                 ----             ----
Interest income:
<S>                                               <C>              <C>                   <C>              <C>           
   Loans                                          $          760   $          765        $        2,268   $        2,293
   Mortgage-backed securities                                  -                1                     2                2
   Investments                                                75               42                   203              131
   Interest earning deposits                                  54               37                   181              149
                                                    ------------     ------------          ------------     ------------
         Total interest income                               889              845                 2,654            2,575

Interest expense:
   Deposits                                                  423              410                 1,272            1,265
                                                  --------------     ------------          ------------     ------------
         Net interest income                                 466              435                 1,382            1,310

Provision for loan losses                                      -                -                     -                -
                                                    ------------     ------------          ------------     ------------
         Net interest income after provision
           for loan losses                                   466              435                 1,382            1,310
                                                    ------------     ------------          ------------     ------------

Noninterest income:
   Loan fees and services                                     12               16                    35               46
   Other                                                      23               14                    55               47
                                                    ------------     ------------          ------------     ------------
         Total noninterest income                             35               30                    90               93
                                                    ------------     ------------          ------------     ------------

Noninterest expenses:
   Compensation and employee benefits                        175              158                   513              490
   Net occupancy expense                                      23               25                    69               76
   Deposit insurance premiums                                  5                6                    16               17
   Data processing                                            24               19                    63               55
   Other                                                      87               78                   300              230
                                                    ------------     ------------          ------------     ------------
         Total noninterest expenses                          314              286                   961              868
                                                    ------------     ------------          ------------     ------------

         Income before income taxes                          187              179                   511              535

Income tax expense                                            65               70                   200              209
                                                    ------------     ------------          ------------     ------------

         Net income                               $          122   $          109        $          311   $          326
                                                   =============    =============         =============    =============

Net income per common share:
   Basic                                          $          .22             $.20                  $.52             $.60
   Diluted                                        $          .22             $.20                  $.51             $.60
                                                   =============    =============         =============     ============

Weighted average common shares:
   Basic                                                     541              534                   594              540
   Diluted                                                   559              536                   612              547
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                        4

<PAGE>






<TABLE>
<CAPTION>

                                                  SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
                                                               AND SUBSIDIARY

                                               Consolidated Statements of Stockholders' Equity
                                                                 (Unaudited)
                                                      (in thousands, except share data)


                                                                               Accumulated
                                                                                 Other
                                               Common    Paid-In  Retained    Comprehensive Treasury  Unearned Compensation
                                                                                                    =======================
                                                Stock    Capital   Earnings      Income      Stock   for ESOP    for MRP       Total
                                                -----    -------   --------      ------      -----    -------    -------       -----

<S>                                             <C>      <C>        <C>        <C>      <C>         <C>       <C>         <C>      
Balance at June 30, 1997                        $    8   $ 7,321    $ 6,801    $    -   $ (1,352)   $ (452)   $ (364)     $  11,962

Net income                                           -         -        408         -          -         -         -            408

Cash dividends declared ($.64 per share)             -         -       (344)        -          -         -         -           (344)

ESOP and MRP compensation earned                     -        70          -         -          -        60        93            223

Exercise of stock options (360 shares)               -        (2)         -         -          7         -         -              5

Treasury stock purchased (120,429 shares)            -         -          -         -     (2,840)        -         -         (2,840)
                                                  ----  --------  ---------     -----    -------    ------     -----     ----------

Balance at June 30, 1998                             8     7,389      6,865         -     (4,185)     (392)     (271)         9,414

Comprehensive income:
   Net income                                        -         -        326         -          -         -         -    
   Other comprehensive income:
     Unrealized gain on securities available
       for sale, net of taxes of $3                  -         -          -         5          -         -         -    
         Total comprehensive income                                                                                             331

Cash dividends declared ($.34 per share)             -         -       (198)        -          -         -         -           (198)

ESOP and MRP compensation earned                     -        26         27         -          -        42        59            154

Stock Options exercised (480 shares)                 -        (4)         -         -         10         -         -              6

Treasury stock purchased (41,428 shares)             -         -          -         -       (622)        -         -           (622)
                                                  ----  --------  ---------     -----    -------    ------     -----     ----------

Balance at March 31, 1999                      $     8     7,411      7,020  $      5   $ (4,797)     (350)   $ (212)  $      9,085
                                                ======  ========  =========   =======    =======    ======     =====    ===========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                                       5

<PAGE>







                                      SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
                                                   AND SUBSIDIARY

                                        Consolidated Statements of Cash Flows
                                                    (Unaudited)
                                                   (in thousands)


<TABLE>
<CAPTION>

                                                                                        For Nine Months Ended
                                                                                              March 31,
                                                                                 -----------------------------------

                                                                                       1998               1999
                                                                                       ----
Operating activities:
<S>                                                                              <C>                <C>            
   Net income                                                                    $           311    $           326
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation                                                                             41                 46
     Amortization of deposit premium                                                          18                 18
     Accretion of discounts on investment securities                                         (18)                (6)
     Amortization of unearned compensation                                                   158                127
     Net increase (decrease) in deferred loan fees                                           (28)                 6
     (Increase) decrease in interest receivable                                                6                (27)
     (Increase) decrease in prepaid expenses and other assets                                (21)                12
     Decrease in income taxes payable                                                        (24)               (57)
     Increase (decrease) in accrued expenses and other liabilities                            45                (49)
                                                                                    ------------       ------------
         Net cash provided by operating
            activities                                                                       488                396
                                                                                    ------------       ------------

Investing activities:
   Net (increase) decrease in loans                                                          373             (2,510)
   Proceeds from sale of FHLB stock                                                          108                  -
   Proceeds from maturities of
     investment securities held to maturity                                                4,000              1,000
   Purchase of investment securities held to maturity                                     (5,000)            (1,636)
   Purchase of FHLB stock                                                                      -                 (9)
   Principal payments on mortgage-backed securities                                            9                  9
   Capitalized costs on real estate                                                            -                 (1)
   Purchases of premises and equipment                                                       (48)                (3)
                                                                                    ------------       ------------
         Net cash used by investing activities                                              (558)            (3,150)
                                                                                    ------------       ------------







                                                                                                        (continued)
</TABLE>

                                                       6

<PAGE>







                                      SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
                                                   AND SUBSIDIARY

                                        Consolidated Statements of Cash Flows
                                                    (Unaudited)
                                                   (in thousands)


<TABLE>
<CAPTION>

                                                                                        For Nine Months Ended
                                                                                              March 31,
                                                                                 -----------------------------------

                                                                                       1998               1999
                                                                                       ----               ----
Financing activities:
<S>                                                                              <C>                <C>             
   Net increase (decrease) in deposits                                           $         2,415    $        (1,954)
   Decrease in advance payments for taxes and insurance                                      (13)                (7)
   Stock options exercised                                                                     5                  6
   Purchase of treasury stock                                                             (2,840)              (622)
   Dividends paid                                                                           (368)              (356)
                                                                                    ------------       ------------
         Net cash used by financing activities                                              (801)            (2,933)
                                                                                    ------------       ------------

Net decrease in cash and cash equivalents                                                   (871)            (5,687)

Cash and cash equivalents at beginning of period                                           5,678              8,678
                                                                                    ------------       ------------

Cash and cash equivalents at end of period                                        $        4,807     $        2,991
                                                                                   =============      =============

Supplemental  disclosures of cash flow information:  Cash paid during the period
   for:
     Interest                                                                     $        1,246     $        1,298
                                                                                   =============      =============

   Noncash investing and financing activities:
     Real estate acquired in satisfaction of
       mortgage loans                                                             $            -     $           46
                                                                                   =============      =============

     Net unrealized gains on available for sale securities                        $            -     $            5
                                                                                   =============      =============
</TABLE>










The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       7

<PAGE>


                    SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                   (Unaudited)



1. General

     South Carolina Community Bancshares,  Inc. (the "Company") was incorporated
     under the laws of the State of Delaware  for the  purpose of  becoming  the
     savings and loan  holding  company of Community  Federal  Savings Bank (the
     "Savings  Bank").  Both  companies are  headquartered  in Winnsboro,  South
     Carolina.  The Company is engaged  primarily in the business of  directing,
     planning and coordinating the business  activities of the Savings Bank. The
     financial  statements of the Savings Bank are  presented on a  consolidated
     basis with those of the Company.

2.   Basis of Preparation

     The accompanying  unaudited consolidated financial statements were prepared
     in  accordance  with  instructions  for Form 10-QSB and  therefore,  do not
     include  all  disclosures  necessary  for a  complete  presentation  of the
     consolidated   balance   sheets,   consolidated   statements   of   income,
     consolidated   statements  of   stockholders'   equity,   and  consolidated
     statements of cash flows in conformity with generally  accepted  accounting
     principles. However, all adjustments which are in the opinion of management
     necessary for the fair  presentation  of the interim  financial  statements
     have been included.  All such adjustments are of a normal recurring nature.
     The  statements  of income for the three and nine month periods ended March
     31,  1999,  are not  necessarily  indicative  of the  results  which may be
     expected for the entire year.

     It is suggested that these unaudited  consolidated  financial statements be
     read in conjunction with the audited consolidated  financial statements and
     notes  thereto for the Company for the year ended June 30, 1998,  which are
     included in the Form 10-KSB by reference (file no. 0-24476).

3.   Earnings Per Share

     Basic  earnings per common  share for all periods  presented is computed by
     dividing  net  income by the  weighted  average  number  of  common  shares
     outstanding.  Diluted earnings per common share is computed by dividing net
     income by the weighted  average  number of common  shares  outstanding  and
     dilutive  potential  common shares,  which include stock options.  Dilutive
     potential common shares are calculated using the treasury stock method.




                                       8
<PAGE>


SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY             Notes to Consolidated Financial Statements, Continued

4.   Asset Quality

     At March 31, 1999, the Company had total  nonperforming  loans (i.e., loans
     which  are  contractually  past  due 90  days  or  more)  of  approximately
     $1,149,000.  Nonperforming  loans  were 2.96 % of total  loans at March 31,
     1999. Total nonperforming  assets as a percent of total assets at March 31,
     1999 were 2.79%.  Nonperforming  assets include the nonperforming  loans of
     $1,149,000 plus $118,000 of real estate owned.




























                                        9

<PAGE>






Item 2.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


General

The following discussion and analysis is intended to assist in understanding the
financial condition and the results of operations of the Company.  References to
the "Company" include South Carolina Community Bancshares, Inc. and/or Community
Federal Savings Bank as appropriate.

Comparison of Financial Condition at June 30, 1998 and March 31, 1999

The Company's total consolidated  assets decreased by approximately $2.6 million
or 5.3% from $48.0  million at June 30, 1998 to $45.4 million at March 31, 1999.
The decrease in assets for the period was primarily  attributable to assets used
to repay a $2.4 million  public  deposit that was  withdrawn  during the period.
This deposit was short-term in nature.

The composition of the Company's balance sheet has not been materially  affected
by  market  conditions  between  June 30,  1998 and March  31,  1999.  Net loans
increased  $2.5 million or 6.8% as a result of new loan  originations  exceeding
principal repayments and refinancing payoffs.

Consistent with its historical lending  practices,  the Company's loan portfolio
as of March 31, 1999 consisted  primarily of fixed rate loans with maturities of
up to  twenty-five  (25) years.  The Company  also makes thirty (30) year loans.
Consequently, the Company is exposed to a high degree of interest rate risk in a
rising interest rate  environment.  The Company has  historically  accepted this
risk in light of its relatively high capital levels.  See "Liquidity and Capital
Resources".

Deposits  decreased $1.9 million or 5.1%, from $38.0 million at June 30, 1998 to
$36.1  million  at March 31,  1999.  The  decrease  in  deposits  was  primarily
attributable to the withdrawal of a public deposit of $2.4 million offset by new
deposits.

Comparison  of Results of  Operations  for the Three Months Ended March 31, 1998
and 1999

Net Income.  Net income  decreased  $13,000  from  $122,000 for the three months
ended March 31, 1998 to $109,000 for the three months ended March 31, 1999.  The
return on average  assets was 1.06% for the three  months  ended  March 31, 1998
compared to .95 % for the three months ended March 31, 1999.

Net Interest Income. Net interest income decreased $31,000 or 6.7% from $466,000
for the three months ended March 31, 1998 to $435,000 for the three months ended
March 31, 1999. The decline in net interest income primarily reflects a decrease
in interest  rate spread from 3.32% for three  months  ending  March 31, 1998 to
3.11% for the three months ended March 31, 1999.


                                       10

<PAGE>


Interest Income.  Total interest income decreased  $44,000 from $889,000 for the
three  months  ended March 31, 1998 to $845,000 for the three months ended March
31,  1999.  Interest on  investments  decreased  $32,000 or 42.7% as the average
portfolio decreased by approximately $2.1 million.  Interest on interest earning
deposits  decreased  $17,000  or 31.5% as the  average  portfolio  decreased  by
approximately  $929,000.  Average  interest  earning  assets have been declining
primarily  to  provide   funds  for  stock   repurchases   plans  and  new  loan
originations.

Interest Expense. Interest expense decreased $13,000 from $423,000 for the three
months  ended March 31, 1998 to $410,000  for the three  months  ended March 31,
1999.  The decrease for the three months ending March 31, 1999 was primarily the
result  a 14 basis  point  decrease  in the  cost of  funds.  The  Savings  Bank
continues to concentrate on attracting transactional accounts that carry a lower
cost of funds.

Provision  for Loan Losses.  The Company did not record any  provision  for loan
losses for  either of the three  month  periods  ended  March 31.  Historically,
management has emphasized  the Company's loss  experience  over other factors in
establishing  provisions for loan losses.  However,  management has reviewed the
allowance for loan losses in relation to the Company's  composition  of its loan
portfolio  and  observations  of the  general  economic  climate  and loan  loss
expectations.  The ratio of the allowance to  non-performing  loans at March 31,
1999 was 25.5% and nonperforming loans to total loans were only 2.96%.

Non-Interest  Income.  Non-interest income decreased $5,000 for the three months
ending March 31, 1999 as compared to the same period in 1998.

Non-Interest  Expense.  Non-interest  expense  decreased by $28,000 or 8.9% from
$314,000  for the three months  ending March 31, 1998 to $286,000 for 1999.  The
decrease was the result of management's  efforts to control operating  expenses.
Compensation expense and employee benefits decreased $17,000 or 9.7%, due to the
lower expense  recognized for ESOP  compensation  because of lower average stock
prices during the March 99 quarter compared to the same period in 1998.

Comparison of Results of Operations for the Nine Months Ended March 31, 1998 and
1999

Net Income.  Net income  increased  $15,000 or 4.8% from  $311,000  for the nine
months  ended  March 31, 1998 to  $326,000  for the nine months  ended March 31,
1999.  The return on average  assets was 0.90 % for the nine months  ended March
31, 1998 compared to .95 % for the nine months ended March 31, 1999.

Net  Interest  Income.  Net  interest  income  decreased  $72,000  or 5.2%  from
$1,382,000  for the nine months ended March 31, 1998 to $1,310,000  for the nine
months  ended March 31,  1999.  The  decline in net  interest  income  primarily
reflects a decrease in average interest earning assets of approximately $414,000
compounded  by  an  increase  in  average   interest   bearing   liabilities  of
approximately  $906,000 or 2.6%.  The interest rate spread also  decreased  from
3.11% for nine months ending March 31, 1998 to 3.09 % for the nine months ending
March 31, 1999.

                                       11

<PAGE>


Interest Income. Total interest income decreased $79,000 or 3.0% from $2,654,000
for the nine months ended March 31, 1998 to $2,575,000 for the nine months ended
March 31,  1999.  Interest  on loans  increased  $25,000,  or 1.1%.  Interest on
investments and interest earning deposits  decreased in aggregate by $104,000 or
27.1%, as these average  portfolios during the nine months ending March 31, 1999
were approximately  $2.1 million less than the same period in 1998.  Declines in
these average interest-earning assets have funded new loans and stock repurchase
plans.

Interest Expense. Interest expense decreased $7,000 from $1,272,000 for the nine
months  ended March 31, 1998 to  $1,265,000  for the nine months ended March 31,
1999. The decrease for the nine months ending March 31, 1999 was the result of a
15 basis  point  decrease  in the  average  cost of funds  offset by a  $906,000
increase in the average  deposits  outstanding as compared to the same period in
1998.

Provision  for Loan Losses.  The Company did not record any  provision  for loan
losses  for  either of the nine  month  periods  ended  March 31.  Historically,
management has emphasized  the Company's loss  experience  over other factors in
establishing  provisions for loan losses.  However,  management has reviewed the
allowance for loan losses in relation to the Company's  composition  of its loan
portfolio  and  observations  of the  general  economic  climate  and loan  loss
expectations.

Non-Interest  Income.  This income was $90,000 for the nine months  ending March
31,  1998 and  $93,000  for the same  period in 1999.  Management  continues  to
concentrate on generating additional fee income.

Non-Interest  Expense.  Non-interest  expense  decreased by $93,000 or 9.7% from
$961,000  for the nine  months  ending  March  31,  1998 to  $868,000  for 1999.
Expenses  associated  with the expanded  bank  facilities,  products and general
operations  have  stabilized.  Management is  continuing  its efforts to control
operating expenses. Compensation expense and employee benefits decreased $23,000
or 4.5%, due to the lower expense  recognized for ESOP  compensation  because of
lower average stock prices during the comparable periods.

Liquidity and Capital Resources.  The Company's primary sources of funds are new
deposits,  investment  maturities  and  proceeds  from  principal  and  interest
payments on loans. While maturities of investments and scheduled amortization of
loans are a predictable source of funds,  deposit flows and mortgage prepayments
are greatly  influenced  by general  interest  rates,  economic  conditions  and
competition. The Company's primary investing activity is loan originations.  The
Company maintains liquidity levels adequat to fund loan commitments,  investment
opportunities, deposit withdrawals and other financial commitments. At March 31,
1999  commitments  to fund new loans were  approximately  $764,000  and unfunded
loans in process were approximately $350,000.

At March 31, 1999, there were no material commitments for capital expenditures.

At March  31,  1999,  management  had no  knowledge  of any  trends,  events  or
uncertainties  that will have or are reasonably  likely to have material effects
on the  liquidity,  capital  resources or operations of the Company.  Further at
March 31, 1999,  management was not aware of any current  recommendations by the
regulatory authorities, which, if implemented, would have such an effect.

                                       12


<PAGE>


The Savings Bank exceeded all of its capital requirements at March 31, 1999. The
Savings  Bank  had the  following  capital  ratios  at  March  31,  1999 and was
categorized as "well capitalized" under the Prompt Corrective Action regulations
adopted  by the  OTS  pursuant  to the  Federal  Deposit  Insurance  Corporation
Improvement Act of 1991.

<TABLE>
<CAPTION>

                                                                       For Capital                  Categorized as

                                          Actual                   Adequacy Purposes           "Well Capitalized"(1)
                                 -------------------------     -------------------------     -------------------------

                                    Amount        Ratio            Amount        Ratio             Amount       Ratio
                                 ------------- ------------     ------------- ------------      ------------ ---------
As of March 31, 1999:

Adjusted total Capital
<S>                              <C>               <C>          <C>           <C>               <C>          <C>  
   (To risk weighted assets)     $    8,119        33.8%        $    1,920    8.0%              $    2,401   10.0%

Tier I Capital
   (To risk weighted assets)     $    7,827        32.6%        $      960    4.0%              $    1,440   6.0%

Tier I Capital
   (To total assets)             $    7,827        17.6%        $    1,782    4.0%              $    2,228   5.0%
</TABLE>


(1) As categorized under the Prompt Corrective Action Provisions.

Year 2000  Issues.  The Company has  formulated a Year 2000  Compliance  Plan to
address the Year 2000 issue. The phases identified under the plan are awareness,
assessment,  renovation, validation and implementation.  The purpose of the plan
is to outline the  procedures  necessary  for assuring  that the Company is in a
state  of  readiness  for the  century  date  change.  Substantially  all of the
Company's  material  data  processing  functions  are  provided by a third party
service bureau.  The service bureau has advised th Company in writing that it is
Year 2000 compliant.  The Company has received certifications of compliance from
approximately  90%  of  its  other  software  vendors.  Company  personnel  have
completed  testing on all computer  hardware and software with minimal  failures
being  detected.  The Company is making written and oral inquiries of customers,
suppliers  and  non-information  technology  providers  as to  their  year  2000
readiness.  Testing to date  indicates  very little hard cost of  remediation in
management's  opinion,  with  the  primary  cost  of  the  Company's  Year  2000
compliance  being staff time during the assessment,  testing and  implementation
stages. As of March 31, 1999, the Company has incurred  approximately  $5,000 in
expenses toward remediating the Year 2000 issue.

Based on the results of further  system  testing and results of written and oral
inquiries,  the Company will continue to develop its contingency plan to provide
solutions  to the Year 2000  issue.  This  contingency  plan will be designed to
prepare an  operating  alternative  in the event that  systems do not perform as
planned  either  before or after the  century  date  change.  The  Company has a
reasonable basis to conclude that the Year 2000 issue will not materially affect
future  financial  results,  or cause reported  financial  information not to be
necessarily   indicative  of  future  operating   results  or  future  financial
condition.  Successful  implementation  of this plan is expected to mitigate any
extraordinary expenses related to the Year 2000 issue. However, no assurance can
be given that the Year 2000  compliance  plan will be completed  successfully by
the Year 2000.

                                       13

<PAGE>


Successful  and  timely  completion  of  the  Year  2000  project  is  based  on
management's best estimates  derived from various  assumptions of future events.
These events are  inherently  uncertain,  including  the progress and results of
vendors, suppliers and customers Year 2000 readiness.




































                                       14

<PAGE>



Part II.                        OTHER INFORMATION




Item 1. Legal Proceedings

     From time to time, the Company and any subsidiary may be a party to various
     legal  proceedings  incident to its or their  business.  At March 31, 1999,
     there were no legal  proceedings to which the Company or any subsidiary was
     a party,  or to which of any of their  property  was  subject,  which  were
     expected by management to result in a material loss.

Item 2. Changes in Securities

     None

Item 3. Defaults Upon Senior Securities

     None

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

     None

Item 5. Other Information

     None

Item 6. Exhibits and Reports on Form 8-K


     27 Financial Data Schedule

     No reports on Form 8-K were filed during the quarter ended March 31, 1999.



                                       15

<PAGE>






                                   SIGNATURES




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


                                       South Carolina Community Bancshares, Inc.




Date:      May 14, 1999                        By \s\Alan W. Pullen
           --------------------------             ------------------------------
                                                   Alan W. Pullen
                                                  (President and Chief Executive
                                                   Officer)





                                       South Carolina Community Bancshares, Inc.




Date:      May  14, 1999                       By \s\Terri Robinson
           --------------------------             ------------------------------
                                                  Terri Robinson
                                                  (Chief Financial Officer)





                                       16