UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 29549

                                    FORM 10-Q

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

For the quarterly period ended March 31, 1997

                                       OR

             [ ] 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: 0-19045

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


         South Carolina                                          57-0853342
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                             Identification No.)

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

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

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

Yes [X]  No [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of April 30, 1997:

Common Stock, No Par Value                                 1,540,987
        Class                                           Number of Shares


<PAGE>


                            COMSOUTH BANKSHARES, INC

                                      INDEX

PART I.   Financial Information

  Item 1.            Financial Statements                              Page No.

    Consolidated Balance Sheets -
          March 31, 1997 and December 31, 1996 .........................   2

    Consolidated  Statements  of  Operations  Three  months
          ended   March 31, 1997 and March 31, 1996
               .........................................................   3

    Consolidated  Statements  of Cash Flows Three  months ended
          March 31, 1997 and March 31, 1996
               .........................................................   4

    Notes to Consolidated Financial Statements .........................   5

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations ..........................   6

PART II.  Other Information

  Item 1. Legal Proceedings.............................................   9

  Item 4. Submission of Matters to a Vote of Security Holders ..........   9

  Item 6. Exhibits and Reports on Form 8-K .............................   9

  Signature.............................................................  10







                                       1
<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                            COMSOUTH BANKSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    March 31,        December 31,
                                                                       1997              1996
                                                                       ----              ----
                                                                   (Unaudited)
ASSETS
<S>                                                                 <C>              <C>       
Cash and due from banks                                             $  9,747,818     $  9,441,553
Federal funs sold                                                      3,020,000        3,650,000
                                                                    ------------     ------------
  Total cash and cash equivalents                                     12,767,818       13,091,553
Investment securities:
  Held-to-maturity, at amortized cost (fair value of
  $16,210,971 in 1997 and $13,035,431 in 1996)                        16,344,889       13,071,927
  Available-for-sale, at fair value (amortized cost of
  $22,434,587 in 1997 and $21,070,548 in 1996)                        22,286,385       21,034,568
Loans receivable:
  (less allowance for loan losses 1997 - $1,827,335;
  1996 - $1,802,402)                                                 118,551,696      113,879,003
Premises and equipment                                                 1,480,495        1,489,159
Accrued interest receivable                                            1,293,533        1,343,298
Other assets                                                             712,292          724,956
                                                                    ------------     ------------
Total Assets                                                        $173,437,108     $164,634,464
                                                                    ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits
  Noninterest bearing demand                                          28,609,357       35,677,721
  NOW, money market and savings                                       60,290,348       56,290,307
  Time deposits of $100,000 or more                                   33,411,019       26,984,224
  Time deposits less than $100,000                                    27,582,239       23,442,953
  Other time deposits                                                  2,918,274        3,012,613
                                                                    ------------     ------------
Total deposits                                                       152,811,237      145,407,818
Federal funds purchased and securities sold under
  agreements to repurchase                                             2,865,020        2,674,394
Note payable                                                           1,140,000        1,200,000
U.S. Treasury tax and loan accounts                                    1,221,097          784,106
Accrued interest                                                         495,250          446,225
Other liabilities                                                        789,414          481,099
                                                                    ------------     ------------
Total Liabilities                                                    159,322,018      150,993,642
                                                                    ------------     ------------

Stockholders' Equity
Preferred Stock
  (no par value, 50,000,000 shares authorized;
  no shares issued or outstanding)
Special stock
  (no par value, 50,000,000 shares authorized;
  no shares issued or outstanding)
Common stock
  (no par value, 50,000,000 shares authorized; shares
  issued and outstanding - 1,536,901 in 1997 and
  1,532,826 in 1996)                                                  13,644,786       13,616,611
Retained earnings                                                        568,118           47,958
Unrealized loss on investment securities available-for-sale,
  net of applicable deferred income taxes                                (97,814)         (23,747)
                                                                    ------------     ------------
Total Stockholders' Equity                                            14,115,090       13,640,822
                                                                    ------------     ------------
Total Liabilities and Stockholders' Equity                          $173,437,108     $164,634,464
                                                                    ============     ============
</TABLE>


                                       2
<PAGE>

                            COMSOUTH BANKSHARES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATION
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Three Months ended March 31,
                                                                1997              1996
                                                                ----              ----
Interest income:
<S>                                                            <C>               <C>       
Interest and fees on loans                                     $2,653,768        $2,195,351
Investment securities                                             539,516           368,995
Federal funds sold                                                 48,215            46,467
                                                               ----------        ----------
  Total interest income                                         3,241,499         2,610,813
                                                               ----------        ----------

Interest expense:
Deposits                                                        1,427,395         1,142,511
Federal funds purchased and securities sold
  under agreements to repurchase                                   44,775            19,684
U.S. Treasury tax and loan accounts                                 9,768             8,873
Note payable                                                       23,250                 -
                                                               ----------        ----------
  Total interest expense                                        1,505,188         1,171,068
                                                               ----------        ----------

Net interest income                                             1,736,311         1,439,745
Provision for loan losses                                          15,000            10,000
                                                               ----------        ----------
Net interest income after provision for loan losses             1,721,311         1,429,745

Noninterest income:
Lending operations and services                                   296,547           251,284
Service charges on deposit accounts                               163,265           121,609
Other                                                              22,643            19,183
                                                               ----------        ----------
  Total noninterest income                                        482,455           392,076
                                                               ----------        ----------

Noninterest expense:
Salaries and employee benefits                                    725,732           678,405
Occupancy expenses                                                107,638           108,227
Furniture and equipment                                           109,574            92,851
Advertising and marketing                                          24,058            23,613
Other                                                             400,654           366,440
                                                               ----------        ----------
  Total noninterest expense                                     1,367,656         1,269,536
                                                               ----------        ----------

Income before provision for income taxes                          836,110           552,285
Income tax expense                                               (315,950)         (158,219)
                                                               ----------        ----------
Net income                                                     $  520,160        $  394,066
                                                               ==========        ==========

Earnings per share:
 On common and common equivalents                              $      .32        $      .28
                                                               ==========        ==========
 On a fully diluted basis                                      $      .32        $      .28
                                                               ==========        ==========
</TABLE>


                                       3
<PAGE>

                                               COMSOUTH BANKSHARES, INC.
                                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                                      (Unaudited)
<TABLE>
<CAPTION>

                                                                    Three Months ended March 31,
                                                                       1997              1996
                                                                       ----              ----
Cash flows from operating activities:
<S>                                                                 <C>               <C>     
Net income                                                          $   520,160       $   394,066
Adjustments to reconcile net income to cash
  provided by operating activities:
Depreciation and amortization                                            72,765            72,765
Provision for loan losses                                                15,000            10,000
Deferred tax benefit                                                                      (50,000)
Amortization of premium and accretion of discount
  on investment securities                                                3,844             1,152
Decrease in interest receivable                                          49,765           123,989
Decrease in other assets                                                 50,819            48,919
Increase (decrease) in interest payable                                  49,025           (15,604)
Increase (decrease) in other liabilities                                308,315          (485,293)
                                                                    -----------       -----------
Cash provided by operating activities                                 1,069,693            99,994
                                                                    -----------       -----------

Cash flows from investing activities:
Purchases of investment securities, held-to-maturity                 (3,281,875)
Purchases of investment securities, available-for-sale               (1,364,500)       (5,766,800)
Maturities of investment securities, held-to-maturity                     5,530         2,726,262
Net increase in loans                                                (4,352,990)       (3,803,156)
Net collections and remittances on loans serviced
  for others                                                           (334,703)         (287,889)
Purchases of premises and equipment                                     (64,101)          (59,057)
                                                                    -----------       -----------
Cash used for investing activities                                   (9,392,639)       (7,190,640)
                                                                    -----------       -----------

Cash flows from financing activities:
Net increase in deposits                                              7,403,419         8,164,568
Increase in (maturities of) federal funds purchased and
  securities sold under agreement to repurchase                         190,626          (983,891)
(Repayment) proceeds of note payable                                    (60,000)          500,000
Increase in U.S. treasury, tax and loan accounts                        436,991           449,683
Proceeds from issuance of common stock                                   28,175                 -
                                                                    -----------       -----------
Cash provided by financing activities                                 7,999,211         8,130,360
                                                                    -----------       -----------
 (Decrease) increase in cash and cash equivalents                      (323,735)        1,039,714
Cash and cash equivalents at beginning of period                     13,091,553        17,249,878
                                                                    -----------       -----------
Cash and cash equivalents at end of period                          $12,767,818       $18,289,592
                                                                    ===========       ===========

Supplemental disclosure of cash flow information:
Cash paid for interest                                               $1,456,163        $1,186,672
Cash paid for taxes                                                     $57,952          $545,912
Noncash adjustments to report investment securities,
  available-for-sale at fair value:
Investment securities, available-for-sale                             $(148,202)         $(55,605)
Other assets                                                             50,388            18,906
Unrealized loss on investment securities, available-for-
  sale, net of applicable deferred income taxes                        $(97,814)         $(36,699)
</TABLE>


                                       4
<PAGE>
                            COMSOUTH BANKSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The unaudited interim financial statements reflect all adjustments which are, in
the  opinion  of  management,   necessary  for  the  fair  presentation  of  the
consolidated balance sheet and the consolidated  statements of operations and of
cash flows for the interim periods  presented.  Such adjustments are of a normal
recurring  nature.  The interim financial  statements,  including related notes,
should be read in conjunction  with the financial  statements for the year ended
December  31,  1996,  appearing  in the  Corporation's  1996  Annual  Report and
included  in the  Corporation's  Form  10-K  Annual  Report  for the year  ended
December 31,  1996.  The  unaudited  results of  operations  for the three month
period ended March 31, 1997 may not necessarily be indicative of the results for
the year that will end December 31, 1997.

NOTE 1 - LOAN COMMITMENTS

At March 31,  1997,  standby  letters of credit of  $2,070,000  and  undisbursed
amounts of lines of credit of $22,158,000 were outstanding.

NOTE 2 - NOTES PAYABLE

During 1996, the Corporation  established a $1,200,000  revolving line of credit
with another  financial  institution.  The line of credit  expires  December 31,
2001.  Interest is variable at the lender's  prime rate minus  one-half  percent
(8.0% at March 31, 1997) with interest  payments due quarterly  beginning  March
1997.  The  line of  credit  is  collateralized  by  550,000  shares  of Bank of
Charleston's  ("BOC") common stock.  At March 31, 1997, the  Corporation  had an
outstanding balance of $1,140,000 on this line of credit; a quarterly payment of
$60,000 was made during March 1997.

The line of credit agreement contains certain covenants. The principal financial
covenants require the Corporation to maintain the allowance for loan losses at a
minimum of 100% of  non-performing  assets;  tangible  equity to total assets at
least  equal  to 8% for BOC  and at  least  equal  to 6% for  Bank  of  Columbia
("BOCL");  non-performing  loans  plus OREO to loans  receivable  plus OREO at a
ratio no greater than 1.80%; and maintain a return on average assets of at least
1%. The Corporation is also restricted from paying any dividends unless approved
by the lender.
The Corporation was in full compliance with all of the covenants at quarter end.

At March 31, 1997, BOCL had approximately $8.9 million and BOC had approximately
$9.5  million in  standby  credit  available  from  other  banks for  short-term
borrowing.

NOTE 3 - STOCK OPTIONS

On April 29, 1997,  6,425 options were granted to  non-employee  directors at an
exercise  price of $15.33 per share.  The average  high/low  price for  ComSouth
Bankshares,  Inc.  Common Stock for the 30 days prior to the  measurement  date,
April 29, 1997 was $15.33.  The board granted 3,500 options to certain employees
on January 28, 1997 at an option  price of $15.125  with an  expiration  date of
January 27,  2002.  The  closing  price for the stock was $15.125 on January 28,
1997. In addition, the board granted 2,000 options to certain employees on April
29, 1997. These options were granted with an option price of $15.875,  which was
the closing  price of the stock on April 29,  1997,  and an  expiration  date of
April 28,  2002.  A total of 8,161  options  were  exercised  during  the period
January  1, 1997 to April 27,  1997 at an  average  exercise  price of $7.27 per
share.

NOTE 4 - ALLOWANCE FOR CREDIT LOSSES

The Corporation adopted SFAS No. 114, "Accounting by Creditors for Impairment of
a Loan" and SFAS No. 118,  "Accounting  by Creditors for  Impairment of a Loan -
Income  Recognition and Disclosure" on January 1, 1995. These standards  address
the  accounting  for  certain  loans when it is  probable  that all  amounts due
pursuant  to  the  contractual   terms  of  the  loan  will  not  be  collected.
Individually  identified  impaired loans are measured based on the present value
of payments expected to be received, using the historical effective loan rate as
the discount rate.  Loans that are to be foreclosed or that are solely dependent
on the collateral for repayment may  alternatively be measured based on the fair
value of the  collateral for such loans or on observable  market prices.  If the
recorded  investment in the loan exceeds the measure of fair value,  a valuation
allowance is established as a component of the allowance for credit losses.  The
adoption of the  standards did not have a material  impact on the  Corporation's
financial position or results of operations.  Currently, the Banks have $233,000
in loans classified as impaired loans.

                                       5
<PAGE>
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Statements  included  in  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of  Operations  which are not  historical  in nature,  are
intended to be, and are hereby  identified as, `forward looking  statements' for
purposes of the safe harbor  provided by Section 21E of the Securities  Exchange
Act of 1934, as amended.  The Corporation  cautions readers that forward looking
statements,  including without  limitation,  those relating to the Corporation's
future business prospects,  revenues, working capital, liquidity, capital needs,
interest costs, and income,  are subject to certain risks and uncertainties that
could cause  actual  results to differ  materially  from those  indicated in the
forward looking statements,  due to several important factors herein identified,
among others,  and other risks and factors  identified  from time to time in the
Corporation's reports filed with the Securities and Exchange Commission.

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,  NA and Bank of  Charleston,  NA. On March 21,
1996,  the  Corporation  listed its common stock on the American  Stock Exchange
under the ticker symbol CSB.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity  is the  ability  to  meet  current  and  future  obligations  through
liquidation  or maturity of existing  assets or the  acquisition  of  additional
liabilities. The Corporation's primary source of liquidity is funds derived from
the deposit gathering operations of the Corporation's two subsidiary banks - BOC
and BOCL,  with  additional  funds  provided from maturing  loans and investment
securities,  sales of temporary  investments,  or sales of investment securities
classified  as  available-for-sale.  These  funds  are used to pay  interest  on
deposits  and to fund deposit  outflows.  Any  remaining  funds are utilized for
investments and to fund loan commitments and  disbursements,  to repay debt, and
to fund  operating  expenses.  Negative  funds  positions may be dealt with by a
combination of actions  including  borrowing  from other banks or  rediscounting
qualifying  loans with the Federal  Reserve  Bank.  At March 31, 1997,  BOCL had
approximately  $8.9 million while BOC had approximately  $9.5 million in standby
credit available to them from other financial institutions.  Management believes
that a sufficient  liquidity balance is maintained through the operations of its
asset  and  liability  management  program.  Additionally,  the  standby  credit
facilities provide adequate protection in the event of negative cash flows.

At March 31, 1997 and December 31, 1996,  liquid assets of  approximately  $51.4
million and $47.2  million,  respectively,  were  available  to meet demands for
deposit withdrawals, undisbursed amounts on lines of credit ("loan commitments")
of $22,158,000 and  $21,396,000  and letters of credit  totaling  $2,070,000 and
$1,689,000,  respectively.  The amount of liquid  assets  available at March 31,
1997 includes cash and cash  equivalents of $12,800,000,  a decrease of $300,000
over the December 31, 1996 amount of $13,100,000. This decrease in cash and cash
equivalents is  attributable  to  management's  decision to improve  earnings by
reducing  investments  in  short-term  federal  funds  in  favor  of  increasing
investments in investment securities.

Reliance is being placed upon continued  deposit growth as the principal  source
of funds.  Management is committed to pay competitive market rates for deposits.
Deposits were approximately $152.8 million at March 31, 1997, compared to $145.4
million at December 31, 1996.  Of the total deposit base of the  Corporation  at
March 31, 1997, approximately $33.4 million, or 21.9%, consisted of Certificates
of Deposits  in amounts of $100,000  and higher  ("Jumbo  Certificates").  These
Jumbo  Certificates  are  typically  issued  to  local  customers  and  none are
brokered.

While most of the large time deposits are acquired from  customers with standing
relationships  with the Banks, it is a common industry  practice not to consider
these types of deposits as core deposits because their retention can be expected
to be  heavily  influenced  by  rates  offered,  and  they  therefore  have  the
characteristics  of  shorter-term  purchased  funds.  Certificates of deposit of
$100,000 and over involve the maintenance of an appropriate matching of maturity
distribution and a diversification of sources to achieve an appropriate level of
liquidity.  Management  believes that the  Corporation's  liquidity  position is
relatively  strong and is adequate to meet the withdrawal  demand of these Jumbo
Certificates.

                                       6
<PAGE>
One of the  principal  uses of funds is to meet loan  demand at BOCL and BOC. At
March 31, 1997, total loans outstanding were  approximately  $120.4 million,  as
compared to $115.7  million at December 31, 1996.  During the first three months
of 1997, both Banks have experienced modest loan growth. The economic picture in
the markets serviced by both Banks appears to be relatively stable.

Both BOCL and BOC maintain a loan  classification  system to monitor exposure to
potential  loan  losses.  Management  of the Banks  reviews the  adequacy of the
allowance  each  quarter  to  identify  problem  loans  in  connection  with its
assessment of the overall  quality of the respective loan  portfolios.  At March
31,  1997,  the  allowance  for loan  losses  at BOCL and BOC was  approximately
$983,000 and  $844,000,  respectively.  At December 31, 1996,  the allowance for
loan  losses  at  BOCL  and  BOC  was   approximately   $971,000  and  $831,000,
respectively.  The  Comptroller  of the  Currency  ("OCC"),  the Bank's  primary
regulator requires national banks to maintain a Tier 1 (primarily  stockholders'
equity) risk-based capital ratio of 4.0% and a total risk-based capital ratio of
8.0%.  At March 31,  1997,  the Tier 1  capital  ratio for BOCL was 9.9% and the
total capital ratio was 11.2%, while BOC had a Tier 1 ratio of 14.0% and a total
capital ratio of 15.3%.

The Corporation's  primary regulator,  the Board of Governors of Federal Reserve
Board (the "Board") has issued guidelines requiring a minimum risk based capital
ratio of 8.0%,  of which at least  4.0 % must  consist  of Tier 1  capital.  The
Corporation's  Tier 1 capital  ratio was 11.7% and its total  capital  ratio was
13.0% at March 31, 1997. These ratios are well within guidelines  established by
the Corporation's primary regulator.

RATE SENSITIVITY

In order to address  volatility in interest rates, the Corporation  maintains an
interest  sensitivity  management program, the objective of which is to maintain
reasonably  stable  growth in net  interest  income  despite  changes  in market
interest  rates.  The Interest  Rate  Sensitivity  Gap ("GAP") is defined as the
excess of interest  sensitive  assets over interest  sensitive  liabilities that
mature or reprice  within  specified  time  frames.  The GAP is a measure of the
Corporation's  risk of  significant  changes in net income at any point in time.
Adjustable rate loans, short term loans and temporary  investments represent the
majority of the Corporation's  interest  sensitive assets.  Money market deposit
accounts,  NOW  accounts,  savings  accounts  and  certificates  of deposit with
maturities of less than one year  represent  the majority of interest  sensitive
liabilities.

In addition to gap analysis,  management utilizes simulation modeling techniques
to  project  potential  earnings  impact  due  to  rate  changes.  Based  on the
combination of the gap analysis and  simulation  modeling,  management  believes
that any  reasonably  expected  rate change would not have a material  impact on
earnings.

RESULTS OF OPERATIONS

For the first three months of 1997, the Corporation is reporting net earnings of
$520,000 or $.32 per fully diluted share, compared to $394,000 or $.28 per share
for the same period of 1996.  Additionally,  for the first three months of 1997,
loans outstanding have grown by 4.1% while deposits have grown by 5.1%.

The  Corporation  had total  revenues of $3,724,000  and  $3,003,000,  and total
expenses of $3,204,000  and  $2,609,000  for the first quarter of 1997 and 1996,
respectively. Summarized below is an analysis of the composition of revenues and
expenses for the three months ended March 31, 1997 and 1996.

Revenues  for the  quarters  ended  March 31, 1997 and 1996 were as shown in the
following table:
<TABLE>
<CAPTION>
                                                    Three Months ended March 31,
                                                   1997                      1996
                                                   ----                      ----
<S>                                     <C>              <C>       <C>            <C>  
Interest on loans                       $2,654,000        71.3%    $2,195,000      73.1%
Interest on investment securities          540,000        14.5%       369,000      12.3%
Interest on temporary investments           48,000         1.3%        47,000       1.5%
Non-interest income                        482,000        12.9%       392,000      13.1%
                                        ----------       -----     ----------     ----- 

Total Revenues                          $3,724,000       100.0%    $3,003,000     100.0%
                                        ==========       =====     ==========     ===== 
</TABLE>
                                       7
<PAGE>

The  increase  in revenue  provided  by  interest  on loans in 1997 over 1996 is
primarily the result of the strong loan growth realized by both banks during the
last half of 1996,  coupled with modest growth during the first quarter of 1997.
The growth in revenue  related to investment  securities is primarily due to the
steady growth of deposits.  A substantial  portion of the funds provided by this
deposit growth have been invested in investment  securities to improve  earnings
in the investment portfolio.

The continued growth of income derived from the Business Manager Product was the
major factor causing the growth in non-interest  income.  This product  provides
immediate  cash flow to small  businesses  through the  purchase by the Banks of
such  businesses'  receivables.  The  Banks are paid a fee for the  billing  and
collection of these  receivables and retain full recourse  against the seller of
the purchased  receivables in case of default.  Fees from this product accounted
for  $70,000 of the  $90,000  increase in  non-interest  income  between the two
periods.

Service charge fees on deposit  products also  contributed to the improvement in
non-interest  income  over the  prior  period  due to strong  growth in  deposit
accounts and a price  increase in deposit  service fees by BOCL during the third
quarter of 1996.

Mortgage loan origination  fees declined by  approximately  $25,000 in the first
quarter  of 1997 as  compared  to the  same  period  of  1996 as a  result  of a
management decision to downsize the Mortgage lending function at BOCL during the
second quarter of 1996.

Operating  Expenses for the quarters ended March 31, 1997 and 1996 were as shown
in the following table:
<TABLE>
<CAPTION>

                                                     Three Months ended March 31,
                                                    1997                     1996
                                                    ----                     ----
<S>                                     <C>              <C>      <C>             <C>  
Interest on deposits                    $1,427,000        44.5%   $1,142,000       43.8%
Interest  on note payable and
  securities sold under agreements
  to repurchase                             78,000         2.4%       29,000        1.1%
Provision for loan losses                   15,000          .5%       10,000         .4%
Salaries and employee benefits             726,000        22.7%      678,000       26.0%
Occupancy expenses                         108,000         3.4%      108,000        4.1%
Furniture and equipment expenses           110,000         3.4%       93,000        3.6%
Legal and regulatory                       139,000         4.3%      163,000        6.2%
Printing and supplies                       42,000         1.3%       38,000        1.5%
Advertising and marketing                   24,000          .8%       24,000         .9%
Other                                      535,000        16.7%      324,000       12.4%
                                        ----------       -----    ----------      ----- 

Total Operating Expenses                $3,204,000       100.0%   $2,609,000      100.0%
                                        ==========       =====    ==========      ===== 
</TABLE>

The change in interest paid on deposits is  principally  due to strong growth in
deposits during 1996 and the first quarter of 1997. The increase in salaries and
employee  benefits is primarily due to increased  staffing needed to support the
strong loan and deposit  growth during 1996 and 1997.  The decrease in legal and
regulatory  expenses is primarily due to a reduction in activity  concerning the
defense  of a group of pending  lawsuits.  The  increase  in other  expenses  is
primarily  due to  income  tax  expense  as  taxes  increased  by  approximately
$155,000. Increased pretax earnings for 1997 resulted in an increase of $105,000
in tax expense and the company  reduced its  deferred tax  valuation  reserve by
$50,000 in the first  quarter of 1996.  In  addition,  data  communication  line
expenses  increased  by $17,000,  director  fees  increased by $4,000 and losses
other than bad debts increased by approximately $30,000 between the two periods.
The  increase  related  to data  communications  was the result of  upgrades  to
delivery  systems as a result of the growth over the past two years.  The change
in  director  fees is the result of an increase  in  director  fees  implemented
during the first quarter of 1997. The increase in losses other than bad debts is
the  result  of  overdrafts  deemed  to be  uncollectible  and  the  accrual  of
approximately $16,000 in expenses for a potential loss as a result of a customer
fraud.


                                       8
<PAGE>


NET INTEREST INCOME

Net interest income represents the difference  between interest earned on assets
and the interest paid on liabilities.  It traditionally  constitutes the largest
source of a financial institution's earnings.

Net  interest  income for the three  months  ended  March 31,  1997 and 1996 was
$1,736,000 and $1,440,000, respectively. The average yield on earning assets was
8.3% and 8.5%, the average rate paid on interest  bearing  liabilities  was 4.7%
and 4.7%,  and the  annualized  net  interest  margin  was 4.4% and 4.7% for the
quarters ended March 31, 1997 and 1996, respectively.


                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

On October 8, 1996, the judge handling the stockholder  litigation by the former
director of the  Corporation  and Bank of Columbia  against the  Corporation and
eight of its present and former  directors  ruled that the  plaintiff  could not
maintain the suit as a class action or as a derivative suit. Only the individual
claims of the named  plaintiff  will be covered by the suit.  Those  claims will
continue to be vigorously defended. Plaintiff has appealed this ruling.

On or about November 5, 1996 through April 23, 1997,  sixteen other stockholders
or former  stockholders of the  Corporation  instituted  nearly  identical suits
against the  Corporation  and the same  directors  and former  directors  of the
Corporation  who are  defendants in the suit  referenced  above.  The suits were
instituted in the Court of Common Pleas for Richland County,  South Carolina and
make  essentially the same  allegations as the above lawsuit and seek damages on
account of the alleged activities of the defendant directors.  The plaintiffs do
not seek to recover any damages from the Corporation  but the  Corporation  may,
nevertheless,  incur significant  expenses to indemnify the defendant  directors
pursuant to applicable law.

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

         (a)  Annual Meeting:  April 29, 1997

         (b)  The following directors were elected at the annual meeting:

                                                              VOTES
                                                     FOR               AGAINST

                   LaVonne N. Phillips             1,192,242            23,046
                   W. Carlyle Blakeney, Jr.        1,192,242            23,046
                   Arthur P. Swanson               1,145,977            69,311

          The following directors continue their terms of office as directors:

                   Arthur M. Swanson
                   Mason R. Chrisman
                   John C.B. Smith, Jr.
                   R. Lee Burrows, Jr.
                   Charles R. Jackson
                   J. Michael Kapp

          (c)    J.W. Hunt and Company LLP was appointed independent accountants
                 of the  Corporation  for the fiscal  year ending  December  31,
                 1997.  The  stockholders  voted  1,210,216  votes  for  and 506
                 against this appointment, with 4,566 votes abstaining.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8 - K

        (a)  Exhibit 27, Financial Data Schedule.

        (b)  No reports on Form 8-K have been filed during the quarter.

                                       9
<PAGE>

                                    SIGNATURE

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.

                                                COMSOUTH BANKSHARES, INC.
                                                     (Registrant)

                                                     s/Harry R. Brown
Date: May 12, 1997                              By: ----------------------------
                                                       (Harry R. Brown)
                                                       Chief Financial Officer,
                                                       Chief Operating Officer,
                                                       Secretary and Treasurer



                                       10
<PAGE>



EXHIBIT INDEX

Exhibit 27                  Financial Data Schedule




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