SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended                              Commission file
     June 30, 1999                                             000-20616

                          PEOPLES BANCORPORATION, INC.
          (Exact name of small business issuer as specified in charter)

  South Carolina                                             57-09581843
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification No.)

               1800 East Main Street, Easley, South Carolina        29640
               (Address of principal executive offices)          (Zip Code)

                    Issuer's telephone number: (864) 859-2265


                  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 _______

                        The number of outstanding shares
                            of the issuer's $1.67 par
                          value common stock as of June
                             30, 1999 was 2,841,901.

                 Transitional Small Business Disclosure Format:

                             Yes _______ No ___X___



<PAGE>



PART I - FINANCIAL INFORMATION
Item 1. Financial Statements


        Peoples Bancorporation, Inc. and Subsidiaries
                 Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                                             June 30, 1999         December 31, 1998
                                                                                               Unaudited                Audited
                                                                                               ---------                -------
ASSETS
<S>                                                                                        <C>                        <C>
CASH AND DUE FROM BANKS ......................................................             $   7,128,000              $   3,413,000
FEDERAL FUNDS SOLD ...........................................................                20,290,000                 17,980,000
SECURITIES
     Available for sale ......................................................                31,972,000                 31,971,000
     Held for investment (market value of $4,348,000
         and $4,265,000) .....................................................                 4,224,000                  4,128,000
LOANS-less allowance for loan losses of $1,361,000
     and $1,093,000) .........................................................               117,415,000                 86,924,000
PREMISES AND EQUIPMENT, net of accumulated
     depreciation and amortization ...........................................                 6,389,000                  4,926,000
ACCRUED INTEREST RECEIVABLE ..................................................                 1,137,000                    922,000
OTHER ASSETS .................................................................                 2,033,000                  1,407,000
                                                                                           -------------              -------------
         TOTAL ASSETS ........................................................             $ 190,588,000              $ 151,671,000
                                                                                           =============              =============

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
DEPOSITS
     Noninterest-bearing .....................................................             $  23,664,000              $  14,991,000
     Interest-bearing ........................................................               124,214,000                105,109,000
                                                                                           -------------              -------------
         Total deposits ......................................................               147,878,000                120,100,000
SECURITIES SOLD UNDER REPURCHASE
     AGREEMENTS ..............................................................                15,847,000                  5,980,000
NOTES PAYABLE FEDERAL HOME LOAN BANK .........................................                 3,000,000                  2,000,000
ACCRUED INTEREST PAYABLE .....................................................                   896,000                    867,000
OTHER LIABILITIES ............................................................                   136,000                    253,000
                                                                                           -------------              -------------
         Total Liabilities ...................................................               167,757,000                129,200,000
                                                                                           -------------              -------------
SHAREHOLDERS' EQUITY
Common  Stock - 10,000,000 shares authorized,
     $1.67 par value per share, 2,841,901 and
     2,764,016 shares outstanding ............................................                 4,746,000                  4,616,000
Additional paid-in capital ...................................................                17,312,000                 17,092,000
Retained Earnings ............................................................                 1,144,000                    811,000
Accumulated other comprehensive income .......................................                  (371,000)                   (48,000)
                                                                                           -------------              -------------
         Total Shareholders' Equity ..........................................                22,831,000                 22,471,000
                                                                                           -------------              -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...................................             $ 190,588,000              $ 151,671,000
                                                                                           =============              =============
</TABLE>






                                       2
<PAGE>



                   PEOPLES BANCORPORATION, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                            Three Months Ended                Six Months Ended
                                                                            ------------------                ----------------
                                                                                 June 30,                          June 30,
                                                                          1999              1998            1999             1998
                                                                          ----              ----            ----             ----
INTEREST INCOME
<S>                                                                    <C>              <C>              <C>              <C>
Interest and fees on loans .....................................       $2,406,000       $1,814,000       $4,587,000       $3,619,000
Interest on securities
     Taxable ...................................................          459,000          388,000          926,000          692,000
     Tax-exempt ................................................           53,000           57,000          107,000          118,000
Interest on fed funds ..........................................          212,000          114,000          400,000          199,000
                                                                       ----------       ----------       ----------       ----------
Total interest income ..........................................        3,130,000        2,373,000        6,020,000        4,628,000

INTEREST EXPENSE
Interest on deposits ...........................................        1,254,000        1,046,000        2,380,000        2,064,000
Interest on federal funds purchased and securities
     sold under repurchase agreements ..........................           86,000           41,000          154,000           78,000
Interest on notes payable Federal Home
     Loan Bank .................................................           36,000           28,000           62,000           56,000
                                                                       ----------       ----------       ----------       ----------
Total interest expense .........................................        1,376,000        1,115,000        2,596,000        2,198,000
                                                                       ----------       ----------       ----------       ----------

Net interest income ............................................        1,754,000        1,258,000        3,424,000        2,430,000
PROVISION FOR LOAN LOSSES ......................................          171,000            5,000          291,000            2,000
                                                                       ----------       ----------       ----------       ----------
Net interest income after provision for
     loan losses ...............................................        1,583,000        1,253,000        3,133,000        2,428,000

NON-INTEREST INCOME
Service fees and other income ..................................          383,000          288,000          751,000          543,000
Gain on sales of securities available for sale .................                0                0                0                0
                                                                       ----------       ----------       ----------       ----------
                                                                          383,000          288,000          751,000          543,000
NON-INTEREST EXPENSE
Salaries and benefits ..........................................          885,000          529,000        1,727,000        1,029,000
Occupancy ......................................................           78,000           50,000          140,000          107,000
Equipment ......................................................          141,000           79,000          247,000          146,000
Other operating expenses .......................................          488,000          289,000          965,000          562,000
                                                                       ----------       ----------       ----------       ----------
                                                                        1,592,000          947,000        3,079,000        1,844,000

Income before income taxes .....................................          374,000          594,000          805,000        1,127,000

PROVISION FOR INCOME TAXES .....................................          127,000          196,000          273,000          372,000
                                                                       ----------       ----------       ----------       ----------

Net income .....................................................       $  247,000       $  398,000       $  532,000       $  755,000
                                                                       ==========       ==========       ==========       ==========

INCOME PER COMMON SHARE:
     BASIC .....................................................       $     0.09       $     0.21       $     0.19       $     0.43
                                                                       ==========       ==========       ==========       ==========
     DILUTED ...................................................       $     0.08       $     0.20       $     0.18       $     0.39
                                                                       ==========       ==========       ==========       ==========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
     BASIC .....................................................        2,841,901        1,895,638        2,841,184        1,756,328
     DILUTED ...................................................        3,049,918        1,988,400        3,001,002        1,912,960

DIVIDENDS PAID PER COMMON
     SHARE .....................................................       $    0.035       $    0.035       $     0.07       $     0.07
                                                                       ==========       ==========       ==========       ==========
</TABLE>


                                       3
<PAGE>

                  Peoples Bancorporation, Inc. and Subsidiaries
           Consolidated Statements of Changes in Shareholders' Equity
                 for the six months ended June 30, 1999 and 1998

                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                       Additional                      other           Total
                                               Common stock             Paid-in       Retained     comprehensive   shareholders'
                                           Shares        Amount         Capital       Earnings         income          equity
                                           ------        ------         -------       --------         ------          ------

<S>                                      <C>         <C>            <C>            <C>            <C>             <C>
Balance, December 31, 1997 ............  1,687,000   $  2,818,000   $  5,158,000   $  1,553,000   $    (20,000)   $  9,509,000
Net Income ............................                                                 755,000                        755,000
Other comprehensive income, net of
tax:
   Unrealized holding gains on
   securities available for sale ......                                                                (16,000)        (16,000)
   Less reclassification
   adjustments for gains
   included in net income .............                                                                      0               0
                                                                                                                  ------------
Comprehensive income ..................                                                                                739,000
Cash Dividends ........................                                                (118,000)                      (118,000)
Proceeds from stock options ...........      8,000         14,000         22,000                                        36,000
                                         ---------   ------------   ------------   ------------   ------------    ------------
Balance, March 31, 1998 ...............  1,695,000   $  2,832,000   $  5,180,000   $  2,190,000   $    (36,000)   $ 10,166,000
                                         =========   ============   ============   ============   ============    ============

Balance, December 31, 1998 ............  2,764,000   $  4,616,000   $ 17,092,000   $    811,000   $    (48,000)   $ 22,471,000
Net Income ............................                                                 532,000                        532,000
Other comprehensive income, net of
tax:
   Unrealized holding losses on
   securities available for sale ......                                                               (323,000)       (323,000)
   Less reclassification
   adjustments for gains
   included in net income .............                                                                      0               0
                                                                                                                  ------------
Comprehensive income ..................                                                                                209,000
Cash Dividends ........................                                                (199,000)                      (199,000)
Proceeds from stock options ...........     78,000        130,000        220,000                                       350,000
                                         ---------   ------------   ------------   ------------   ------------    ------------
Balance, March 31, 1999 ...............  2,842,000   $  4,746,000   $ 17,312,000   $  1,144,000   $   (371,000)   $ 22,831,000
                                         =========   ============   ============   ============   ============    ============
</TABLE>



                                       4
<PAGE>


                  Peoples Bancorporation, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                          Six Months Ended
                                                                                                              June 30,
                                                                                                ------------------------------------
                                                                                                     1999                   1998
                                                                                                     ----                   ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                             <C>                    <C>
   Net Income ........................................................................          $    532,000           $    755,000
   Adjustments to reconcile net income to net cash provided
     by operating activities
   Provision for loan losses .........................................................               291,000                  2,000
   Depreciation and amortization .....................................................               183,000                104,000
   Amortization and accretion (net) of premiums and
     discounts on securities .........................................................                59,000                 85,000
   Increase in accrued interest receivable ...........................................              (214,000)               (44,000)
   Increase in other assets ..........................................................              (436,000)              (159,000)
   Increase in accrued interest payable ..............................................                28,000                 65,000
   Decrease in other liabilities .....................................................              (141,000)              (318,000)
                                                                                                ------------           ------------
     Net cash provided by (used in) operating activities .............................               302,000                490,000
                                                                                                ------------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of securities held for investment .......................................              (100,000)              (102,000)
   Purchases of securities available for sale ........................................            (7,776,000)           (16,464,000)
   Proceeds from the maturity of securities available for sale .......................             4,171,000              6,475,000
   Proceeds from the call of securities available for sale ...........................             3,060,000              3,200,000
   Net (increase) decrease in loans ..................................................           (30,782,000)             1,335,000
   Purchase of premises and equipment ................................................            (1,646,000)              (695,000)
                                                                                                ------------           ------------
     Net cash used by investing activities ...........................................           (33,073,000)            (6,251,000)
                                                                                                ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase in deposits ..........................................................            27,778,000              9,315,000
   Net increase (decrease) in securities sold under
     repurchase agreements ...........................................................             9,867,000               (821,000)
   Net increase (decrease) in notes payable Federal Home Loan Bank ...................             1,000,000                (31,000)
   Proceeds from stock options exercised .............................................               350,000                 36,000
   Cash dividend .....................................................................              (199,000)              (118,000)
                                                                                                ------------           ------------
     Net cash provided by financing activities .......................................            38,796,000              8,381,000
                                                                                                ------------           ------------
     Net increase in cash and cash equivalents .......................................             6,025,000              2,620,000
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR .........................................            21,393,000              8,479,000
                                                                                                ------------           ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD .............................................          $ 27,418,000           $ 11,099,000
                                                                                                ============           ============

CASH PAID FOR
     Interest ........................................................................          $  2,567,000           $  1,929,000
                                                                                                ============           ============
     Income Taxes ....................................................................          $    520,000           $    356,000
                                                                                                ============           ============
</TABLE>



                                       5
<PAGE>


                  PEOPLES BANCORPORATION, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      A summary of these  policies  is  included  in the 1998  Annual  Report to
shareholders and incorporated herein by reference.

STATEMENT OF CASH FLOWS

     Cash  includes  currency  and coin,  cash items in  process of  collection,
amounts due from banks and federal funds sold.

COMMON STOCK

     The Board of Directors  declared cash  dividends of $0.035 per common share
to shareholders of record June 24, 1999 and March 18, 1999, payable July 8, 1999
and March 31, 1999, respectively.

     The Company  adopted SFAS No. 128,  "Earnings  per Share",  on December 31,
1997 which  requires  that the Company  present basic and diluted net income per
share.  The assumed  conversion of stock options creates the difference  between
basic and  diluted  net  income per share.  Income  per share is  calculated  by
dividing net income by the weighted average number of common shares  outstanding
for each  period  presented.  The  weighted  average  number  of  common  shares
outstanding for basic net income per common share was 2,841,184 at June 30, 1999
and  1,606,142 at June 30, 1998.  The weighted  average  number of common shares
outstanding  for diluted net income per common  share was  3,001,002 at June 30,
1999 and 1,657,954 at June 30, 1998.

     In 1998 the  Company  completed  the sale of  925,000  shares of its Common
Stock through two public stock  offerings.  In connection with these  offerings,
the Company  received  net  proceeds  totaling  $11,950,000.  $4,500,000  of the
proceeds was used to initially  capitalize Bank of Anderson,  N. A. in September
1998 and $3,500,000  was used to initially  capitalize  Seneca  National Bank in
February  1999.  In January,  1999,  the Company used a total of  $2,000,000  in
proceeds  raised  from the two  stock  offerings  in 1998 to  inject  additional
capital of  $1,000,000 in Bank of Anderson,  N. A. and  $1,000,000 in additional
capital in Peoples  National  Bank to support  anticipated  future  growth.  The
remaining  proceeds  from the two stock  offerings in 1998 are being held at the
Company level and will be used for general corporate purposes.

     The Company issued a  five-percent  common stock dividend in December 1998.
Per share data for 1998 has been restated to reflect this transaction.

MANAGEMENT'S OPINION

     In  the  opinion  of  management,   the  accompanying  unaudited  financial
statements of Peoples Bancorporation,  Inc. contain all adjustments necessary to
fairly  present the financial  results for the interim  periods  presented.  The
results of operations for any interim period are not  necessarily  indicative of
the results to be expected for an entire year.


                                       6
<PAGE>

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION

     The following  discussion and analysis  should be read in conjunction  with
the consolidated financial statements and related notes and with the statistical
information  and  financial  data  appearing  in this report as well as the 1998
Annual  Report of  Peoples  Bancorporation,  Inc.  on Form  10-KSB.  Results  of
operations  for the six-month  period  ending June 30, 1999 are not  necessarily
indicative of the results to be attained for any other period.

Forward Looking Statements

         From time to time, the Company may publish  forward-looking  statements
relating  to  such  matters  as  anticipated  financial  performance,   business
prospects,  technological  developments,  new products and similar matters.  The
Private  Securities  Litigation  Reform Act of 1995  provides a safe  harbor for
forward-looking  statements.  In order  to  comply  with  the  terms of the safe
harbor,  the Company  notes that a variety of factors  could cause the Company's
actual results and experience to differ materially from the anticipated  results
or other expectations expressed in the Company's forward-looking statements. The
risks  and   uncertainties   that  may  affect  the  operations,   performances,
development and results of the Company's  business include,  but are not limited
to, the  following:  risks from  changes in economic  and  industry  conditions;
changes in interest rates;  risks inherent in making loans  including  repayment
risks and value of collateral; dependence on senior management; risks related to
year  2000  technology  compliance  of  the  Company  and  its  customers;   and
recently-enacted or proposed  legislation.  Statements  contained in this filing
regarding the demand for the Company's products and services,  changing economic
conditions,  interest rates, consumer spending and numerous other factors may be
forward-looking statements and are subject to uncertainties and risks.

Overview

      Peoples Bancorporation,  Inc. was incorporated under South Carolina law on
March 6, 1992,  for the purpose of becoming a bank holding  company by acquiring
all of the Common Stock of The Peoples  National Bank,  Easley,  South Carolina.
The  Company  commenced  operations  on July 1, 1992 upon  effectiveness  of the
acquisition of The Peoples  National  Bank.  The Company has three  wholly-owned
subsidiaries: The Peoples National Bank, Easley, South Carolina, a national bank
which commenced business  operations in August 1986; Bank of Anderson,  National
Association,  Anderson, South Carolina, a national bank which commenced business
operations in September 1998; and, Seneca National Bank, Seneca, South Carolina,
a national bank which commenced business  operations in February 1999 (sometimes
referred to herein as "the Banks").

     The Company engages in no significant  operations  other than the ownership
of its three  subsidiaries  and the support  thereof.  The Company  conducts its
business  from  five  banking  offices  located  in the  Upstate  Area of  South
Carolina.

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EARNINGS REVIEW

     The  Company's net income for the second  quarter of 1999 was $247,000,  or
$0.09 per basic share ($0.08 per diluted share)  compared to $398,000,  or $0.21
per basic share ($0.20 per diluted  share),  for the second quarter of 1998. Net
income for the six months ended June 30, 1999 was  $532,000,  or $0.19 per basic
share ($0.18 per diluted share),  compared to $755,000, or $0.43 per basic share
($0.39 per diluted  share),  for the six months ended June 30,  1998.  Return on
average equity for the six months and three months ended June 30, 1999 was 4.66%
and 4.27%, respectively, compared to 15.20% and 16.01%, respectively for the six
months and three months ended June 30,  1998.  Return on average  assets for the
six  months  and  three  months  ended  June  30,  1999  was  0.63%  and  0.56%,
respectively,  compared to 1.25% and 1.32%, respectively, for the six months and
three months ended June 30, 1998.  The decreases in the Company's net income and
return on average assets in the 1999 periods are attributable to pre-opening and
early  operating  losses  associated with the opening of Seneca National Bank in
February 1999 and  continued  early  operating  losses  associated  with Bank of
Anderson,  N. A. which  commenced  business  operations in September  1998.  The
decreases in earnings per basic and diluted  share and return on average  equity
are also  attributable to pre-opening and early operating losses associated with
the opening of Seneca National Bank and early operating  losses  associated with
Bank  of  Anderson,  coupled  with  an  increase  in  the  Company's  number  of
outstanding  shares of common stock and total equity  capital as a result of the
two public stock offerings completed in 1998.

                                       7
<PAGE>

Net Interest Income

     The largest  component of the Company's net income is net interest  income.
Net interest  income,  which is the  difference  between the interest  earned on
interest-earning  assets and the interest paid on  interest-bearing  liabilities
used to fund those assets,  measures the gross profit from lending and investing
activities  and is  the  primary  contributor  to the  Company's  earnings.  Net
interest income before provision for loan losses increased  $496,000,  or 39.4%,
to  $1,754,000  in the 1999 quarter  compared to $1,258,000 in the 1998 quarter.
For the six months ended June 30, 1999, net interest income before provision for
loan losses increased  $994,000,  or 40.9%, to $3,424,000 compared to $2,430,000
for the six months ended June 30, 1998.  The Company's  net interest  margin was
4.35% and 4.46%,  respectively,  for the quarter  and six months  ended June 30,
1999, compared to 4.27% and 4.12%, respectively,  for the quarter and six months
ended June 30, 1998.  The  increase in net interest  income and the net interest
margin resulted  primarily from an increase in earning assets,  primarily loans,
attributable to all three of the Company's banking subsidiaries,  coupled with a
decrease in the cost of  interest-bearing  liabilities  at The Peoples  National
Bank.

Non-interest Income

     Non-interest income increased $95,000, or 33.1%, to $383,000 for the second
quarter of 1999  compared to $288,000 for the 1998 second  quarter.  For the six
months ended June 30, 1999 non-interest income increased $208,000,  or 38.3%, to
$751,000  compared  to  $543,000  for the six months  ended June 30,  1998.  The
increase in non-interest income for the two comparative periods resulted largely
from an  increase  in  origination  fees on  mortgage  loans and an  increase in
service charge income on deposit  accounts.  No gain or loss was realized on the
sale of available for sale securities during the comparative periods.

Non-interest Expense

     Total non-interest expense increased $645,000,  or 68.0%, to $1,592,000 for
the second  quarter of 1999 compared to $947,000 for the second quarter of 1998.
For  the  first  six  months  of  1999,  total  non-interest  expense  increased
$1,235,000,  or 67.0%,  to $3,079,000  compared to $1,844,000  for the first six
months of 1998.  Salaries and benefits,  the largest  component of  non-interest
expense, increased $356,000, or 67.3%, in the second quarter of 1999 compared to
the 1998 quarter.  For the six months ended June 30, 1999, salaries and benefits
increased  $698,000,  or 67.8%, to $1,727,000 compared to $1,029,000 for the six
months ended June 30, 1998.  The large increase in salaries and benefits for the
comparative  periods is  primarily  attributable  to the addition of several key
employees at the parent  company level in the second half of 1998,  the staffing
of Bank of Anderson,  N. A. in the third quarter of 1998, the staffing of Seneca
National Bank in the first quarter of 1999, and  additional  staffing and normal
salary  increases at The Peoples  National  Bank.  Occupancy  expense  increased
$28,000,  or 56.0%,  in the 1999 quarter  compared to the 1998 quarter.  For the
first six months of 1999  occupancy  expense  totaled  $140,000,  a $32,000,  or
29.9%, increase over the $107,000 recorded for the first six months of 1998. The
increase in occupancy expense for the two comparative periods is attributable to
an increase in depreciation  expense,  maintenance expenses and utilities on the
main office buildings for Bank of Anderson,  N. A. and Seneca National Bank, and
the Company's new corporate  headquarters  building located adjacent to the main
office of The Peoples National Bank which was occupied during the fourth quarter
of 1998. Equipment expense increased $62,000, or 77.7%, to $141,000 in the 1999

                                       8
<PAGE>

quarter  when  compared to the 1998  quarter.  For the first six months of 1999,
equipment  expense  totaled  $247,000,  a $101,000,  or 69.3%  increase over the
$146,000  recorded  for the first  six  months of 1998.  The  increase  for both
comparative periods is attributable to increases in depreciation and maintenance
expense  associated with the Company's Wide Area Network equipment  installed in
1998,  new equipment for Bank of Anderson,  N. A., Seneca  National Bank and the
Company's new corporate office.  Other operating expense increased $199,000,  or
69.1%,  to $488,000 for the 1999 quarter when compared to the 1998 quarter.  For
the six months ended June 30, 1999, other operating expenses increased $405,000,
or 72.2%, to $561,000 compared to $403,000 in other operating  expenses recorded
during the first six months of 1998. The increase in other operating expenses is
primarily  attributable  to  increases  in marketing  and  advertising  expense,
printing and supplies expense,  telephone expense and other expenses  associated
with  Bank of  Anderson,  N. A.  and  Seneca  National  Bank  and the  Company's
expenditures on Year 2000 compliance.

Provision for Loan Losses

     The amount charged to the provision for loan losses by the Company is based
on  management's  judgement  as to the amount  required to maintain an allowance
adequate to provide for potential losses in the Company's loan portfolio.

     The provision for loan losses charged to operations  during the three month
period and six month  period  ended June 30,  1999 was  $171,000  and  $291,000,
respectively,  compared to $5,000 and $2,000, respectively,  for the three month
and six  month  period  ended  June 30,  1998.  The  increase  in the  Company's
provision  for loan  losses  in both  comparative  periods  is  attributable  to
provisions  made by Bank of  Anderson,  N. A. and Seneca  National  Bank as they
continued to establish their allowance for loan losses as well as an increase in
the  provision  made by The  Peoples  National  Bank as a result of strong  loan
growth  experienced during the first six months of 1999. For the three month and
six month period ended June 30, 1999, Bank of Anderson,  N.A, made provisions of
$55,000 and  $107,000,  respectively.  For the three month and six month  period
ended June 30,  1999,  Seneca  National  Bank made  provisions  of  $18,000  and
$61,000, respectively.  Neither of these two banks was open during the first six
months of 1998.  For the three month and six month  period  ended June 30, 1999,
The Peoples National Bank made provisions of $98,000 and $123,000, respectively,
compared  to  provisions  of  $5,000  and  $2,000,  respectively,  for the  same
comparable  periods in 1998.  At 1.15% of total  outstanding  loans,  management
considers the allowance for loan losses to be adequate based upon evaluations of
specific  loans and  weighing of various  loan  categories  as  suggested by the
Bank's internal loan rating system.

BALANCE SHEET REVIEW

Loans

     Outstanding  loans  represent  the largest  component of earning  assets at
67.8% of total earning assets.  As of June 30, 1999, the Company had total gross
loans outstanding of $118,776,000.  Gross loans increased $30,759,000, or 34.9%,
from  $88,017,000  in total gross  outstanding  loans at December 31, 1998.  The
increase resulted from new loans generated by Bank of Anderson, N. A. and Seneca
National Bank and internal loan growth experienced by The Peoples National Bank.
At June 30,  1999,  Bank of  Anderson,  N. A.  had  gross  outstanding  loans of
$16,669,000; Seneca National Bank had gross outstanding loans of $5,051,000; and
The Peoples National Bank had outstanding gross loans of $97,056,000.



                                       9
<PAGE>

     The interest rates charged on loans vary with the degree of risk,  maturity
and amount of the loan. Competitive pressures,  money market rates, availability
of funds, and government  regulation also influence  interest rates. The average
yield on the  company's  loans for the six month  period ended June 30, 1999 was
8.99% compared to 9.16%, for the first six months of 1998.  Approximately 29.5 %
of the Company's loans are tied to the prime interest rate.

     The Company's loan portfolio consists  principally of residential  mortgage
loans, commercial loans and consumer loans. Substantially all of these loans are
to borrowers  located in South  Carolina and are  concentrated  in the Company's
market  areas.  The Company has no foreign  loans or loans for highly  leveraged
transactions.  At June 30,  1999,  the Company  held  $5,660,000  in  originated
mortgage loans for sale compared to none at December 31, 1998.

Allowance for Loan Losses

     The allowance for loan losses at June 30, 1999 was $1,361,000,  or 1.15% of
loans  outstanding  compared to  $1,093,000,  or 1.24% of loans  outstanding  at
December  31, 1998.  The  allowance  for loan losses is based upon  management's
continuing  evaluation  of the  collectibility  of past due  loans  based on the
historical  loan loss  experience of the Company,  current  economic  conditions
affecting the ability of borrowers to repay, the volume of loans, the quality of
collateral  securing   non-performing  and  problem  loans,  and  other  factors
deserving recognition.

     At June 30, 1999, the Company had $559,000 in non-accruing loans,  $205,000
in  restructured  loans,  no loans  more  than  ninety  days  past due and still
accruing  interest and  $313,000 in other real estate  owned.  This  compares to
$617,000 in non-accruing loans, $8,000 in restructured loans, no loans more than
ninety days past due on which  interest was still being  accrued and $101,000 in
other real estate owned at December 31, 1998.  Non-performing  loans at June 30,
1999 consist of $12,000 in commercial  loans;  $539,000 in mortgage  loans;  and
$8,000 in consumer  loans.  Non-performing  assets as a percentage  of loans and
other real estate  owned was 0.47% and 0.74% at June 30, 1999 and  December  31,
1998, respectively.

     Net  charge-offs  during the three month  period and six month period ended
June  30,  1999  were  $11,000  and  $23,000,  respectively,   compared  to  net
charge-offs  of $26,000  and $7,000,  respectively,  for the three month and six
month period ended June 30, 1998 and to net  charge-offs of $88,000 for the year
ended  December  31, 1998.  The  allowance  for loan losses as a  percentage  of
non-performing loans was 243%, 198% and 177%, respectively, as of June 30, 1999,
June 30, 1998 and December 31, 1998.

         The  Company  accounts  for  impaired  loans  in  accordance  with  the
provisions  of  Statement  of  Financial   Accounting  Standards  ("SFAS")  114,
Accounting  by Creditors for  Impairment of a Loan.  SFAS No. 114, as amended by
SFAS No. 118,  requires  that  impaired  loans be measured  based on the present
value of  expected  future  cash flows or the  underlying  collateral  values as
defined in the  pronouncement.  The Company  includes the provisions of SFAS NO.
114, if any, in the allowance for loan losses. When the ultimate  collectibility
of an impaired  loan's  principal  is in doubt,  wholly or  partially,  all cash
receipts are applied to principal. When this doubt does not exist, cash receipts
are applied under the contractual terms of the loan agreement first to principal
then to interest income. Once the recorded principal balance has been reduced to
zero,  future cash receipts are applied to interest  income,  to the extent that
any interest has been foregone. Further cash receipts are recorded as recoveries
on any amounts  previously  charged off. At each of June 30, 1999, June 30, 1998
and December 31, 1998 the Company had no impaired loans.

Securities

     Investment  securities  constituted 20.9% and 25.4% of earning assets as of
June 30, 1999 and December 31, 1998,  respectively.  At June 30, 1999,  the book
value of the  Company's  total  securities  portfolio  totaled  $36,757,000,  up
$582,000 from $36,172,000  invested as of December 31, 1998. The slight increase
is due to increases in investment securities held by Bank of Anderson, N. A. and
Seneca National Bank.

         At June  30,  1999,  the  Company's  total  investments  classified  as
available  for  sale  had a book  value of  $32,534,000  and a  market  value of
$31,972,000 for an unrealized net loss of $562,000.


                                       10
<PAGE>

         The Company  uses its  investment  portfolio to provide  liquidity  for
unexpected  deposit  liquidation  or  loan  generation,  to meet  the  Company's
interest rate sensitivity goals and to generate income.  The Company  emphasizes
safety in its selection of investment  securities.  Accordingly,  the investment
portfolio  is  limited to  securities  of the United  States  government  or its
agencies,  mortgage backed securities and  investment-grade  state and municipal
securities.  The Company does not invest in corporate bonds nor does it hold any
trading securities.

Deposits

         The Bank's  primary  source of funds for loans and  investments  is its
deposits.  Deposits grew $27,778,000, or 23.2%, to $147,878,000 at June 30, 1999
from $120,100,000 at December 31, 1998. The increase  resulted  principally from
deposits generated by Bank of Anderson and Seneca National Bank. Competition for
deposit  accounts  is  primarily  based on the  interest  rates  paid,  location
convenience and services offered.

         During the first six months of 1999, interest-bearing deposits averaged
$114,590,000  compared  to  $90,588,000  for the first six  months of 1998.  The
average interest rate paid on interest-bearing  deposits was 4.15% for the first
six  months of 1999  compared  to 4.59% for the  first  six  months of 1998.  In
pricing  deposits,  the Company considers its liquidity needs, the direction and
levels  of  interest  rates  and  local  market  conditions.  At June  30,  1999
interest-bearing deposits comprised 84.0% of total deposits compared to 86.4% at
June 30, 1998.

         The Company's  core deposit base  consists of consumer  time  deposits,
savings,  NOW accounts,  money market accounts and checking  accounts.  Although
such core  deposits are becoming  increasingly  interest  sensitive for both the
Company and the industry as a whole,  such core deposits continue to provide the
Company with a large and stable  source of funds.  Core deposits as a percentage
of total deposits averaged approximately 82.4% for the six months ended June 30,
1999. The Company  closely  monitors its reliance on  certificates  greater than
$100,000, which are generally considered less stable and less reliable than core
deposits.  At June 30,  1999,  certificates  of deposit  greater  than  $100,000
totaled $28,987,000 compared to $20,494,000 at December 31, 1998.

LIQUIDITY

         Liquidity management involves meeting the cash flow requirements of the
Company.  The Company's  liquidity position is primarily dependent upon its need
to respond to  short-term  demand for funds caused by  withdrawals  from deposit
accounts and upon the liquidity of its assets.  The Company's  primary liquidity
sources  include  cash and due from banks,  federal  funds sold and  "securities
available  for sale".  In  addition,  the  Company  (through  the Banks) has the
ability,  on a short-term basis, to borrow funds from the Federal Reserve System
and to purchase federal funds from other financial  institutions.  The Banks are
also members of the Federal Home Loan Bank System and have the ability to borrow
both short and long-term funds on a secured basis. At June 30, 1999, The Peoples
National Bank had $3,000,000 in short-term borrowings from the Federal Home Loan
Bank of Atlanta. At June 30, 1999 The Peoples National Bank had unused borrowing
capacity  from the  Federal  Home  Loan  Bank of  Atlanta  of  $13,000,000.  The
Company's  other  two bank  subsidiaries,  Bank of  Anderson,  N. A. and  Seneca
National  Bank are in the  process  of  establishing  lines of  credit  with the
Federal Home Loan Bank.  At June 30, 1999,  the Banks had unused  federal  funds
lines of credit totaling $6,000,000 with correspondent banks.

     Peoples  Bancorporation,  Inc.,  the parent  holding  company,  has limited
liquidity  needs.  Peoples  Bancorporation  requires  liquidity  to pay  limited
operating  expenses and  dividends.  Those needs are  presently met by dividends
from The Peoples National Bank.

         Company management  believes its liquidity sources are adequate to meet
its  operating  needs  and does not know of any  trends  that may  result in the
Company's liquidity materially increasing or decreasing.



                                       11
<PAGE>

CAPITAL ADEQUACY and RESOURCES

         The capital needs of the Company have been met through the retention of
earnings and from the proceeds of prior public stock offerings.

         For bank holding companies with total assets of more than $150 million,
such as the  Company,  capital  adequacy is generally  evaluated  based upon the
capital of its banking  subsidiaries.  Generally,  the Board of Governors of the
Federal  Reserve  System (the  "Federal  Reserve  Board")  expects  bank holding
companies to operate above minimum capital levels. The Office of the Comptroller
of the  Currency  ("Comptroller")  regulations  establish  the minimum  leverage
capital  ratio  requirement  for national  banks at 3% in the case of a national
bank that has the highest regulatory examination rating and is not contemplating
significant  growth or  expansion.  All other  national  banks are  expected  to
maintain a ratio of at least 1% to 2% above the stated minimum. Furthermore, the
Comptroller  reserves the right to require  higher  capital ratios in individual
banks on a case by case basis  when,  in its  judgement,  additional  capital is
warranted by a deterioration of financial  condition or when high levels of risk
otherwise  exist.  The Banks  have not been  notified  that  they must  maintain
capital levels above regulatory minimums.

         The Federal  Reserve Board has adopted a risk-based  capital rule which
requires  bank holding  companies to have  qualifying  capital to  risk-weighted
assets of at least 8%, with at least 4% being  "Tier 1" capital.  Tier 1 capital
consists principally of common stockholders'  equity,  non-cumulative  preferred
stock,  qualifying  perpetual  preferred stock, and minority interests in equity
accounts of  consolidated  subsidiaries,  less  goodwill and certain  intangible
assets.  "Tier 2" (or  supplementary)  capital  consists  of  general  loan loss
reserves (subject to certain limitations),  certain types of preferred stock and
subordinated  debt,  and  certain  hybrid  capital  instruments  and other  debt
securities such as equity commitment notes. A bank holding company's  qualifying
capital base for purposes of its risk-based capital ratio consists of the sum of
its Tier 1 and Tier 2 capital  components,  provided that the maximum  amount of
Tier 2 capital that may be treated as  qualifying  capital is limited to 100% of
Tier 1 capital.  The Comptroller  imposes a similar  standard on national banks.
The regulatory  agencies  expect  national  banks and bank holding  companies to
operate above minimum risk-based capital levels.

         During  1998 the  Company  successfully  completed  the sale of 925,000
shares of its common stock  through two public stock  offerings.  From these two
stock offerings the company raised $12,025,000 in additional capital. $4,500,000
of this  additional  capital was used to initially  capitalize Bank of Anderson,
National  Association  in September of 1998 and $3,500,000 was used to initially
capitalize  Seneca  National Bank in February 1999. In January 1999, the Company
injected  $1,000,000  in  additional  capital in The Peoples  National  Bank and
$1,000,000  in  additional  capital in Bank of  Anderson  to provide  for future
growth  of these  two  subsidiaries.  The  remaining  funds  from the two  stock
offerings are being held at the parent company level for future operating needs.

         The following  table sets forth the capital  ratios for the Company and
the Banks as of June 30, 1999:

                                       12
<PAGE>

                                 CAPITAL RATIOS
                             (Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                                        Well                  Adequately
                                                                                     Capitalized              Capitalized
                                                               Actual                Requirement              Requirement
                                                       Amount        Ratio      Amount        Ratio       Amount       Ratio
                                                       ------        -----      ------        -----       ------       -----
Company:
<S>                                                   <C>            <C>        <C>            <C>        <C>            <C>
Total Risk-based Capital .....................        $24,563        19.36%     $12,690        10.00%     $10,152        8.00%
Tier 1 Risk-based Capital ....................        $23,202        18.28%     $ 7,614         6.00%     $ 5,076        4.00%
Leverage Ratio ...............................        $23,202        12.06%     $ 9,616         5.00%     $ 7,693        4.00%

Peoples National Bank:
Total Risk-based Capital .....................        $12,679        12.81%     $ 9,898        10.00%     $ 7,918        8.00%
Tier 1 Risk-based Capital ....................        $11,578        11.70%     $ 5,939         6.00%     $ 3,959        4.00%
Leverage Ratio ...............................        $11,578         8.54%     $ 6,779         5.00%     $ 5,423        4.00%

Bank of Anderson, N. A:
Total Risk-based Capital .....................        $ 5,349        26.85%     $ 1,992        10.00%     $ 1,594        8.00%
Tier 1 Risk-based Capital ....................        $ 5,149        35.85%     $ 1,195         6.00%     $   797        4.00%
Leverage Ratio ...............................        $ 5,149        17.20%     $ 1,497         5.00%     $ 1,197        4.00%

Seneca National Bank:
Total Risk-based Capital .....................        $ 3,358        45.64%     $   736        10.00%     $   589        8.00%
Tier 1 Risk-based Capital ....................        $ 3,297        44.81%     $   441         6.00%     $   294        4.00%
Leverage Ratio ...............................        $ 3,297        27.29%     $   604         5.00%     $   483        4.00%
</TABLE>

EFFECTS OF REGULATORY ACTION

     The  management  of the  Company and the Banks are not aware of any current
recommendations by regulatory authorities, which if they were to be implemented,
would have a material effect on liquidity, capital resources, or operations.

YEAR 2000 READINESS DISCLOSURE

     The  Company  recognizes  that  there is a  business  risk in  computerized
systems as the new century approaches.  Many computer-based  information systems
in use today  exclude  the century as part of the date  definition,  which could
cause inaccurate interest calculations on loans and deposits and other problems.
A number of computer  systems used by the Company in its  day-to-day  operations
will be affected by the "Year 2000 Problem."  Management has  established a Year
2000 Project Team (the "Y2K Team") which has identified all affected systems and
is currently working to ensure that this event will not disrupt operations.  The
Y2K Team reports  regularly to the Company's Board of Directors.  The Company is
also  working  closely  with all  outside  computer  vendors to ensure  that all
software  corrections  and  warranty  commitments  are obtained and to implement
internal  "mock"  testing.  Testing  of all  systems  commenced  in 1998 and was
completed by December 1998. As a contingency plan, alternative  vendors/programs
have been  identified for all critical  function areas, as classified by the Y2K
Team,  and will be  acquired  in the event the  primary  vendor can not  provide
satisfactory  Y2K  compliance  by July 31, 1999.  Plans are also in place in the
event  critical  systems  fail on  January 1, 2000.  The  estimated  cost to the
Company  for these  corrective  actions is  $111,250  which is  included  in the
Company's  1998 and 1999 budgets.  As of June 30, 1999,  the Company's Year 2000
compliance  expenditures  totaled  $80,347.  Incomplete or untimely  compliance,
however,  could have a material adverse effect on the Company, the dollar amount
of which cannot be  accurately  quantified  at this time because of the inherent
variables and  uncertainties  involved.  Factors  which could  contribute to the
Company's  experiencing  an adverse effect include the  availability  of skilled
personnel and compliant  software,  the  performance of vendors,  the ability of
entities  with which the Company does  business and the  Company's  customers to
resolve  their Year 2000  problems  and the  ability to  identify  non-compliant
software and the applications or functions affected.


                                       13
<PAGE>


PART II.  OTHER INFORMATION

Item 1.       Legal Proceedings

                  The Company is  involved in various  claims and legal  actions
                   arising in the normal course of business. Management believes
                   that these  proceedings will not result in a material loss to
                   the Company.

Item 2.       Changes in Securities and Use of Proceeds

                  During the period ended June 30, 1999, the  Registrant  issued
                  shares of common  stock to the  following  classes  of persons
                  upon  the   exercise  of  options   issued   pursuant  to  the
                  Registrant's  1993 Incentive Stock Option Plan. The securities
                  were issued  pursuant to the exemption  from the  registration
                  provided by Section 4(2) of the Securities Act of 1933 because
                  the issuance did not involve a public offering.
                                                                  Aggregate
                        Class of           # of Shares            Exercise
   Date Issued         Purchasers             Issued                Price
   -----------         ----------             ------                -----
    01/08/99           Employees                75,985         $    336,125
    03/24/99            Employee                 1,400         $      6,622
     4/30/99            Director                   500         $      7,500

Item 4.       Submission to a Vote of Security Holders

On April 12, 1999, the Company held its 1999 Annual Meeting of Shareholders. The
result of the 1999 Annual Meeting of Shareholders is as follows:

Election of Directors

The  following  persons  were  elected as Directors to serve for a term of three
years with 2,012,749 shares voted,  representing  67.6% of the
total voting shares:

                                   FOR            WITHHELD            AGAINST

     Garnet A. Barnes           2,009,494         3,255                  0
     Charles E. Dalton          2,009,284         3,465                  0
     Robert E. Dye, Sr.         2,010,229         2,520                  0
     R. Riggie Ridgeway         2,005,504         7,245                  0

Also state the number of votes against and abstentions as to each director.

Item 6.       Exhibits and Reports on Form 8-K

             (a) Exhibits.

                 Exhibit 27        Financial Data Schedule

         (b)   Reports on Form 8-K.  No report on Form 8-K was filed  during the
               quarter ended June 30, 1999



                                       14
<PAGE>


SIGNATURES

     In accordance  with the  requirements of the Securities and Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.


                                        PEOPLES BANCORPORATION, INC.


Dated: August 6, 1999                   By:  /s/ Robert E. Dye
                                             -------------------
                                             Robert E. Dye
                                             President and Chairman of the Board


Dated:  August 6, 1999                   By: /s/ William B. West
                                             ---------------------
                                             William B. West
                                             Sr. Vice President & CFO
                                             (principal financial officer)





                                       15
<PAGE>



                                  EXHIBIT INDEX


          Exhibit No. from
             Item 601 of
           Regulation S-B                            Description

                 27                                  Financial Data Schedule