As filed with the Securities and Exchange Commission on _________, 1997.
                         Registration No. 333-__________
===============================================================================

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
-------------------------------------------------------------------------------

                         CAROLINA FIRST BANCSHARES, INC.
               (Exact name of issuer as specified in its charter)

              North Carolina                                    56-1655882
         (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                      Identification No.)

                              402 East Main Street
                        Lincolnton, North Carolina 28092
                                 (704) 732-6208
  Address including zip code, and telephone number, of registrant's principal
                               executive offices)

                         CAROLINA FIRST BANCSHARES, INC.
           AMENDED AND RESTATED DIRECTORS' DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

      D. Mark Boyd, III                                Copy to:
Carolina First BancShares, Inc.
     402 East Main Street                          Laura G. Thatcher
Lincolnton, North Carolina 28092                   Alston & Bird LLP
         (704) 732-6208                      1201 West Peachtree Street, N.W.
(Name, address, including zip code,            Atlanta, Georgia 30309-3424
and telephone number, including area                 (404) 881-7546
code, of agent for service)                                       
                                    -------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
                                                                      Proposed                  Proposed
        Title of Securities                 Amount to                 Maximum                   Maximum               Amount of
          to be Registered              be Registered (1)          Offering Price              Aggregate           Registration Fee
                                                                   Per Share (2)           Offering Price (2)
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
 <S>                                     <C>                            <C>                       <C>                    <C>      
 Common Stock, $2.50 par value           100,000 shares                  $                         $                      $

 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
 Phantom units of Carolina First          100,000 units                 N/A                       N/A                    N/A
 BancShares, Inc. Common Stock
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
<FN>
(1)  In  addition,  this  registration  statement  also covers an  indeterminate
     amount of deferred compensation  obligations to be offered or sold pursuant
     to the benefit plan and trust described herein (collectively,  the "Plan").
     This  registration  statement  also  covers any  additional  units that may
     hereafter  be  granted  as a result  of the  adjustment  and  anti-dilution
     provisions of the Plan.
(2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rule  457(h),  based on the  average  of the bid and asked
     prices of the Common  Stock on the  over-the-counter  market on  June 7,
     1997.
</FN>
</TABLE>


<PAGE>


                                     

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  constituting Part I of this registration  statement will
be sent or given to  participants  in the Plan as  specified  by Rule  428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The  following  documents  are  incorporated  by  reference  into  this
registration  statement  and are deemed to be a part hereof from the date of the
filing of such documents:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.

         (2) All other  reports filed by the Company  pursuant to Section 13(a) 
or 15(d) of the Exchange Act, since December 31, 1996.

         (3)  The  description  of  common  stock  contained  in  the  Company's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

         (4) All other documents  subsequently  filed by the Company pursuant to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

         Any  statement   contained  in  a  document   incorporated   or  deemed
incorporated  herein by reference  shall be deemed to be modified or  superseded
for the purpose of this  registration  statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document  which also is, or is
deemed to be,  incorporated  herein by  reference  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

Item 4.  Description of Securities

         Deferred  Compensation  Obligations.  Under the Plan,  the Company will
provide  directors the  opportunity to enter into agreements for the deferral of
some or all of their  compensation as directors.  The obligations of the Company
under such agreements (the  "Obligations") will be unsecured general obligations
of the Company to pay the deferred compensation in the future in accordance with
the  terms of the Plan,  and will  rank pari  passu  with  other  unsecured  and
unsubordinated  indebtedness  of the  Company  from  time to  time  outstanding.
However,  because the Company is a holding  company,  the right of the  Company,
hence the right of  creditors  of the  Company  (including  participants  in the
Plan),  to participate in any  distribution of the assets of any subsidiary upon
its  liquidation or  reorganization  or otherwise is necessarily  subject to the
prior claims of creditors of the subsidiary, except to the extent that claims of
the Company itself as a creditor of the subsidiary may be recognized.

         The amount of compensation to be deferred by each  participant  will be
determined  in accordance  with the Plan based on elections by the  participant.
Each Obligation  will be payable when the  participant  ceases to be a director.
The  Obligations  will be indexed to one or more  benchmark  investment  returns
individually  chosen  by  each  participant  from a  list  of  investment  media
(currently  a  certificate  of deposit  fund,  a balanced  mutual fund, a growth
mutual fund and a Company stock fund).  Each  participant's  Obligation  will be
adjusted  to  reflect  the  investment  experience  of  the  selected  benchmark
investments, including any appreciation or depreciation.

         The Company  reserves the right to amend or  terminate  the Plan at any
time,  except that no such amendment or termination  shall adversely  affect the
right of a participant  to the balance of his or her deferred  account as of the
date of such amendment or termination.  The Obligations are not convertible into
another security of the Company.  The Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of the
Company.

         Phantom Stock.  The phantom stock being  registered  hereby consists of
phantom units of Company  common  stock.  They are merely a means of recording a
hypothetical  investment  in Company  common stock and are not actual  shares of
stock.  Phantom units have none of the voting or  liquidation  rights of Company
common stock. Phantom units have no dividend rights per se; however,  holders of
phantom units will be entitled to certain dividend  equivalents  provided for by
the Plan.  Specifically,  on any date when cash dividends are paid on the shares
of Company common stock, each participant  credited with phantom units under the
Plan as of the record date for such  dividend  will be credited with a number of
additional phantom units, and fractions thereof,  determined by dividing (i) the
aggregate  dollar  amount of such  cash  dividend  payable  in  respect  of such
participant's  phantom stock account (determined by multiplying the dollar value
of the dividend  paid upon a single share of Company  common stock by the number
of units of phantom stock held in the participant's phantom stock account on the
record date for such  dividend);  by (ii) the fair market value of the Company's
common stock on the business day immediately preceding the payment date for such
cash  dividend.  Similarly,  on any date when  stock  dividends  are paid on the
shares of Company  common stock,  each  participant  credited with phantom units
under the Plan as of the record date for such  dividend  will be credited with a
number of  additional  phantom  units  equal to the  number of shares of Company
common stock, and fractions  thereof,  that such participant would have received
had his or her phantom  units been actual  shares of Company  common stock as of
such dividend record date.

Item 5.  Interests of Named Experts and Counsel

         The validity of the Common Stock registered hereby has been passed upon
for the Company by Alston & Bird LLP, Atlanta, Georgia.


                                   II-1
<PAGE>


Item 6.  Indemnification of Directors and Officers

         As  provided  under  North  Carolina  law,  the  Company's  Articles of
Incorporation  provide  that a  director  shall  not be  personally  liable  for
monetary  damages for breach of any duty as a director arising out of an action,
whether by or in the right of the corporation,  except that such provision shall
not  eliminate  or limit the  liability  of a director (a) for acts or omissions
that the  director at the time of such breach knew or believed  were  clearly in
conflict with the best interests of the  corporation,  (b) for certain  unlawful
corporate  distributions,  or (c) for any  transaction  from which the  director
derived an improper benefit.

         The North  Carolina  Business  Corporation  Act  provides  that a North
Carolina corporation may indemnify its directors, officers, employees and agents
against judgments, fines, penalties,  amounts paid in settlement, and reasonable
expenses, including attorney's fees, resulting from any threatened,  pending, or
completed action, suit or proceeding whether civil, criminal, administrative, or
investigative and whether formal or informal,  if the actions of the party being
indemnified  meet the  standards  of conduct  specified  therein.  Determination
concerning whether or not the applicable standard of conduct has been met can be
made by (a) the Board of Directors by a majority vote of a quorum  consisting of
disinterested  directors,  (b) if a quorum of disinterested  directors cannot be
obtained, a majority vote of a committee of two or more disinterested directors,
(c) special legal counsel,  or (d) an  affirmative  vote of a majority of shares
held by  disinterested  shareholders.  No  indemnification  shall be made (i) in
connection  with a  proceeding  by or in the right of the  Company  in which the
proposed  indemnitee was adjudged  liable to the Company,  or (ii) in connection
with any other  proceeding in which such person was adjudged liable on the basis
that personal benefit was improperly received by him.

         The Company's  bylaws provide that, in addition to the  indemnification
permitted by law, the Company will indemnify its directors and certain  officers
against all  liability  and  litigation  expense  arising out of their status as
directors  or  officers,  and for  reasonable  expenses in  connection  with the
enforcement of their indemnification  rights, except for activities which at the
time taken were known or  reasonably  should have been known to such director or
officer  to be clearly  in  conflict  with the best  interests  of the  Company,
determined as provided in the bylaws.

Item 7.  Exemption from Registration Claimed

         None.

Item 8.  Exhibits

         The exhibits  listed in the Exhibit  Index are included as part of this
registration statement.

                                        II-2

<PAGE>


Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;
                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising after the effective  date of this  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forthin the  registration  statement;  
                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such  information  in  the   registration   statement; 
         
provided,  however, that paragraphs (a)(1)(i) and (a) (1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement  relating to the securities being offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons  of  the   registrant   pursuant   to  the   registrant's   articles  of
incorporation, bylaws, or otherwise, the registrant has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                          (signatures on following page)

                                        II-3
<PAGE>


                                                    SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Lincolnton,  State of North Carolina, on May 20,
1997.


                                          CAROLINA FIRST BANCSHARES, INC.


                                          By:      /s/ D. Mark Boyd, III
                                          ------------------------------
                                          D. Mark Boyd, III
                                          Chairman of the Board

         Know  All Men By These  Presents,  that  each  person  whose  signature
appears below constitutes and appoints D. Mark Boyd, III and James E. Burt, III,
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full power of substitution and resubstitution,  for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully and to all intents and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, or his or her substitute or  substitutes,  may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on the 20th day of May, 1997.


         Signature                     Capacity


/s/ D. Mark Boyd, III          Chairman of the Board
----------------------------
D. Mark Boyd, III              (Principal Executive Officer)


/s/ Jan H. Hollar             
----------------------        -------------------------------
Jan H. Hollar                  (Principal Financial and Accounting Officer)




<PAGE>


                                                   Director and President
----------------------------------------
James E. Burt, III


/s/ John R. Boger, Jr.                             Director
----------------------------------------
John R. Boger, Jr.


/s/ Samuel C. King, Jr.                            Director
----------------------------------------
Samuel C. King, Jr.


/s/ Harry D. Ritchie                               Director
----------------------------------------
Harry D. Ritchie


                                                   Director
----------------------------------------
L.D. Warlick, Jr.


/s/ Estus B. White                                 Director
----------------------------------------
Estus B. White


/s/ Charles A. James                               Director
----------------------------------------
Charles A. James



                                        II-4

<PAGE>




                                                   EXHIBIT INDEX
                                                        TO
                                        REGISTRATION STATEMENT ON FORM S-8


Exhibit Number              Description

   4.1         Articles of Incorporation of the Company, as amended  
               (incorporated  herein by reference to Exhibit 3.0 to the 
               Company's  Registration Statement Number 33-26861). 

   4.2         Bylaws of the Company, as amended (incorporated herein by
               reference to Exhibit 3.1 to the Company's Registration Statement
               Number 33-26861).

     5         Opinion of Counsel as to the legality of the securities being
               registered.

   23.1        Consent of Counsel (contained in the opinion filed as Exhibit 5
               hereof).

   23.2        Consent of KPMG Peat Marwick LLP.

    24         Power of Attorney pursuant to which amendments to this
               registration statement may be filed (included on the signature
               page contained in Part II hereof).




<PAGE>












                                                     Exhibit 5

                                                Opinion of Counsel



<PAGE>


                                 Alston&Bird LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  June 13, 1997

Carolina First BancShares, Inc.
402 East Main Street
Lincolnton, North Carolina 28092

    Re: Form S-8 Registration Statement of Carolina First BancShares, Inc. --
                      Directors' Deferred Compensation Plan

Ladies and Gentlemen:

         We have acted as counsel for Carolina First  BancShares,  Inc., a North
Carolina  corporation  (the  "Company"),   in  connection  with  the  referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the  Securities  Act of 1933,  as amended,  and covering  100,000  shares of the
Company's common stock,  $2.50 par value ("Common  Stock"),  and 100,000 phantom
units valued relative to the Company's Common Stock (hereinafter  referred to as
"Phantom  Units") that may be offered and sold  pursuant to the  Carolina  First
BancShares, Inc. Amended and Restated Directors' Deferred Compensation Plan (the
"Plan"), along with an indeterminate amount of deferred compensation obligations
(the "Obligations").  This Opinion Letter is rendered pursuant to Item 8 of Form
S-8 and Item 601(b)(5) of Regulation S-K.

         In the capacity described above, we have considered such matters of law
and of fact,  including  the  examination  of originals or copies,  certified or
otherwise  identified to our satisfaction,  of such records and documents of the
Company,  certificates  of public  officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth.

         Based upon the foregoing, we are of the following options:

         (1) The Phantom Units and the  Obligations to be issued pursuant to the
Plan and the  Registration  Statement have been duly authorized by all requisite
action on the part of the Company and, when issued in accordance  with the terms
and conditions of the Plan, will be legally and validly issued and represent the
binding  obligation  of the Company to make  payment to the  holders  thereof in
accordance with the terms and conditions of the Plan.

         (2) The shares of Common Stock covered by the  Registration  Statement,
when delivered to Plan  participants in accordance with the terms and conditions
of the Plan, will be legally and validly issued, fully paid and nonassessable.

         This  Opinion  Letter is provided  to you for your  benefit and for the
benefit of the Commission,  in each case, solely with regard to the Registration
Statement,  may be relied upon by you and the Commission only in connection with
the  Registration  Statement,  and may not be relied upon by any other person or
for any other purpose without our prior written consent.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and  further  consent  to the use of our name  wherever
appearing in the Registration Statement.

                                                     Sincerely,


                                                     ALSTON & BIRD LLP

                                                     By:
                                                              Laura G. Thatcher


<PAGE>












                                  Exhibit 23.2

                        Consent of KPMG Peat Marwick LLP



<PAGE>



                         INDEPENDENT AUDITORS' CONSENT
Board of Directors
Carolina First Bancshares, Inc.



     We consent to the incorporation by reference in the registration  statement
     on Form S-8,  pertaining  to the Amended and Restated  Directors'  Deferred
     Compensation  Plan,  of our report dated  February 7, 1997  relating to the
     consolidated  balance  sheets  of  Carolina  First  Bancshares,   Inc.  and
     subsidiaries as of December 31, 1996 and 1995 and the related  consolidated
     statements of income,  stockholders' equity, and cash flows for each of the
     years in the  three-year  period ended  December 31, 1996,  included in the
     December 31, 1996 Annual Report on Form 10-K of Carolina First  Bancshares,
     Inc.

                                         
                                             KPMG Peat Marwick, LLP

Charlotte, North Carolina
June 4, 1997
[{"type": "S-8", "sequence": "1", "description": "DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 27668}]
{"company-data": {"conformed-name": "CAROLINA FIRST BANCSHARES INC", "cik": "0000846465", "assigned-sic": "6022", "irs-number": "561655882", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30147", "film-number": "97631084"}, "business-address": {"street1": "402 E MAIN ST", "street2": "P O BOX 657", "city": "LINCOLNTON", "state": "NC", "zip": "28093", "phone": "7047322222"}, "mail-address": {"street1": "402 EAST MAIN STREET", "street2": "P O BOX 657", "city": "LINCOLNTON", "state": "NC", "zip": "28092"}}
As filed with the Securities and Exchange Commission on _________, 1997.
                         Registration No. 333-__________
===============================================================================

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
-------------------------------------------------------------------------------

                         CAROLINA FIRST BANCSHARES, INC.
               (Exact name of issuer as specified in its charter)

              North Carolina                                    56-1655882
         (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                      Identification No.)

                              402 East Main Street
                        Lincolnton, North Carolina 28092
                                 (704) 732-6208
  Address including zip code, and telephone number, of registrant's principal
                               executive offices)

                         CAROLINA FIRST BANCSHARES, INC.
           AMENDED AND RESTATED DIRECTORS' DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

      D. Mark Boyd, III                                Copy to:
Carolina First BancShares, Inc.
     402 East Main Street                          Laura G. Thatcher
Lincolnton, North Carolina 28092                   Alston & Bird LLP
         (704) 732-6208                      1201 West Peachtree Street, N.W.
(Name, address, including zip code,            Atlanta, Georgia 30309-3424
and telephone number, including area                 (404) 881-7546
code, of agent for service)                                       
                                    -------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
                                                                      Proposed                  Proposed
        Title of Securities                 Amount to                 Maximum                   Maximum               Amount of
          to be Registered              be Registered (1)          Offering Price              Aggregate           Registration Fee
                                                                   Per Share (2)           Offering Price (2)
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
Common Stock, $2.50 par value           100,000 shares                  $                         $                      $

 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
 Phantom units of Carolina First          100,000 units                 N/A                       N/A                    N/A
 BancShares, Inc. Common Stock
 ----------------------------------- ------------------------ ------------------------- ------------------------- ------------------
(1)  In  addition,  this  registration  statement  also covers an  indeterminate
     amount of deferred compensation  obligations to be offered or sold pursuant
     to the benefit plan and trust described herein (collectively,  the "Plan").
     This  registration  statement  also  covers any  additional  units that may
     hereafter  be  granted  as a result  of the  adjustment  and  anti-dilution
     provisions of the Plan.
(2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rule  457(h),  based on the  average  of the bid and asked
     prices of the Common  Stock on the  over-the-counter  market on  June 7,
     1997.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  constituting Part I of this registration  statement will
be sent or given to  participants  in the Plan as  specified  by Rule  428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The  following  documents  are  incorporated  by  reference  into  this
registration  statement  and are deemed to be a part hereof from the date of the
filing of such documents:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.

         (2) All other  reports filed by the Company  pursuant to Section 13(a) 
or 15(d) of the Exchange Act, since December 31, 1996.

         (3)  The  description  of  common  stock  contained  in  the  Company's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

         (4) All other documents  subsequently  filed by the Company pursuant to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

         Any  statement   contained  in  a  document   incorporated   or  deemed
incorporated  herein by reference  shall be deemed to be modified or  superseded
for the purpose of this  registration  statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document  which also is, or is
deemed to be,  incorporated  herein by  reference  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

Item 4.  Description of Securities

         Deferred  Compensation  Obligations.  Under the Plan,  the Company will
provide  directors the  opportunity to enter into agreements for the deferral of
some or all of their  compensation as directors.  The obligations of the Company
under such agreements (the  "Obligations") will be unsecured general obligations
of the Company to pay the deferred compensation in the future in accordance with
the  terms of the Plan,  and will  rank pari  passu  with  other  unsecured  and
unsubordinated  indebtedness  of the  Company  from  time to  time  outstanding.
However,  because the Company is a holding  company,  the right of the  Company,
hence the right of  creditors  of the  Company  (including  participants  in the
Plan),  to participate in any  distribution of the assets of any subsidiary upon
its  liquidation or  reorganization  or otherwise is necessarily  subject to the
prior claims of creditors of the subsidiary, except to the extent that claims of
the Company itself as a creditor of the subsidiary may be recognized.

         The amount of compensation to be deferred by each  participant  will be
determined  in accordance  with the Plan based on elections by the  participant.
Each Obligation  will be payable when the  participant  ceases to be a director.
The  Obligations  will be indexed to one or more  benchmark  investment  returns
individually  chosen  by  each  participant  from a  list  of  investment  media
(currently  a  certificate  of deposit  fund,  a balanced  mutual fund, a growth
mutual fund and a Company stock fund).  Each  participant's  Obligation  will be
adjusted  to  reflect  the  investment  experience  of  the  selected  benchmark
investments, including any appreciation or depreciation.

         The Company  reserves the right to amend or  terminate  the Plan at any
time,  except that no such amendment or termination  shall adversely  affect the
right of a participant  to the balance of his or her deferred  account as of the
date of such amendment or termination.  The Obligations are not convertible into
another security of the Company.  The Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of the
Company.

         Phantom Stock.  The phantom stock being  registered  hereby consists of
phantom units of Company  common  stock.  They are merely a means of recording a
hypothetical  investment  in Company  common stock and are not actual  shares of
stock.  Phantom units have none of the voting or  liquidation  rights of Company
common stock. Phantom units have no dividend rights per se; however,  holders of
phantom units will be entitled to certain dividend  equivalents  provided for by
the Plan.  Specifically,  on any date when cash dividends are paid on the shares
of Company common stock, each participant  credited with phantom units under the
Plan as of the record date for such  dividend  will be credited with a number of
additional phantom units, and fractions thereof,  determined by dividing (i) the
aggregate  dollar  amount of such  cash  dividend  payable  in  respect  of such
participant's  phantom stock account (determined by multiplying the dollar value
of the dividend  paid upon a single share of Company  common stock by the number
of units of phantom stock held in the participant's phantom stock account on the
record date for such  dividend);  by (ii) the fair market value of the Company's
common stock on the business day immediately preceding the payment date for such
cash  dividend.  Similarly,  on any date when  stock  dividends  are paid on the
shares of Company  common stock,  each  participant  credited with phantom units
under the Plan as of the record date for such  dividend  will be credited with a
number of  additional  phantom  units  equal to the  number of shares of Company
common stock, and fractions  thereof,  that such participant would have received
had his or her phantom  units been actual  shares of Company  common stock as of
such dividend record date.

Item 5.  Interests of Named Experts and Counsel

         The validity of the Common Stock registered hereby has been passed upon
for the Company by Alston & Bird LLP, Atlanta, Georgia.

                                   II-1
Item 6.  Indemnification of Directors and Officers

         As  provided  under  North  Carolina  law,  the  Company's  Articles of
Incorporation  provide  that a  director  shall  not be  personally  liable  for
monetary  damages for breach of any duty as a director arising out of an action,
whether by or in the right of the corporation,  except that such provision shall
not  eliminate  or limit the  liability  of a director (a) for acts or omissions
that the  director at the time of such breach knew or believed  were  clearly in
conflict with the best interests of the  corporation,  (b) for certain  unlawful
corporate  distributions,  or (c) for any  transaction  from which the  director
derived an improper benefit.

         The North  Carolina  Business  Corporation  Act  provides  that a North
Carolina corporation may indemnify its directors, officers, employees and agents
against judgments, fines, penalties,  amounts paid in settlement, and reasonable
expenses, including attorney's fees, resulting from any threatened,  pending, or
completed action, suit or proceeding whether civil, criminal, administrative, or
investigative and whether formal or informal,  if the actions of the party being
indemnified  meet the  standards  of conduct  specified  therein.  Determination
concerning whether or not the applicable standard of conduct has been met can be
made by (a) the Board of Directors by a majority vote of a quorum  consisting of
disinterested  directors,  (b) if a quorum of disinterested  directors cannot be
obtained, a majority vote of a committee of two or more disinterested directors,
(c) special legal counsel,  or (d) an  affirmative  vote of a majority of shares
held by  disinterested  shareholders.  No  indemnification  shall be made (i) in
connection  with a  proceeding  by or in the right of the  Company  in which the
proposed  indemnitee was adjudged  liable to the Company,  or (ii) in connection
with any other  proceeding in which such person was adjudged liable on the basis
that personal benefit was improperly received by him.

         The Company's  bylaws provide that, in addition to the  indemnification
permitted by law, the Company will indemnify its directors and certain  officers
against all  liability  and  litigation  expense  arising out of their status as
directors  or  officers,  and for  reasonable  expenses in  connection  with the
enforcement of their indemnification  rights, except for activities which at the
time taken were known or  reasonably  should have been known to such director or
officer  to be clearly  in  conflict  with the best  interests  of the  Company,
determined as provided in the bylaws.

Item 7.  Exemption from Registration Claimed

         None.

Item 8.  Exhibits

         The exhibits  listed in the Exhibit  Index are included as part of this
registration statement.

                                        II-2
Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;
                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising after the effective  date of this  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forthin the  registration  statement;  
                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such  information  in  the   registration   statement; 
         
provided,  however, that paragraphs (a)(1)(i) and (a) (1)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement  relating to the securities being offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons  of  the   registrant   pursuant   to  the   registrant's   articles  of
incorporation, bylaws, or otherwise, the registrant has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                          (signatures on following page)

                                        II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Lincolnton,  State of North Carolina, on May 20,
1997.

                                          CAROLINA FIRST BANCSHARES, INC.

                                          By:      /s/ D. Mark Boyd, III
                                          ------------------------------
                                          D. Mark Boyd, III
                                          Chairman of the Board

         Know  All Men By These  Presents,  that  each  person  whose  signature
appears below constitutes and appoints D. Mark Boyd, III and James E. Burt, III,
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full power of substitution and resubstitution,  for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully and to all intents and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, or his or her substitute or  substitutes,  may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on the 20th day of May, 1997.

         Signature                     Capacity

/s/ D. Mark Boyd, III          Chairman of the Board
----------------------------
D. Mark Boyd, III              (Principal Executive Officer)

/s/ Jan H. Hollar             
----------------------        -------------------------------
Jan H. Hollar                  (Principal Financial and Accounting Officer)
Director and President
----------------------------------------
James E. Burt, III

/s/ John R. Boger, Jr.                             Director
----------------------------------------
John R. Boger, Jr.

/s/ Samuel C. King, Jr.                            Director
----------------------------------------
Samuel C. King, Jr.

/s/ Harry D. Ritchie                               Director
----------------------------------------
Harry D. Ritchie

                                                   Director
----------------------------------------
L.D. Warlick, Jr.

/s/ Estus B. White                                 Director
----------------------------------------
Estus B. White

/s/ Charles A. James                               Director
----------------------------------------
Charles A. James

                                        II-4
EXHIBIT INDEX
                                                        TO
                                        REGISTRATION STATEMENT ON FORM S-8

Exhibit Number              Description

   4.1         Articles of Incorporation of the Company, as amended  
               (incorporated  herein by reference to Exhibit 3.0 to the 
               Company's  Registration Statement Number 33-26861). 

   4.2         Bylaws of the Company, as amended (incorporated herein by
               reference to Exhibit 3.1 to the Company's Registration Statement
               Number 33-26861).

     5         Opinion of Counsel as to the legality of the securities being
               registered.

   23.1        Consent of Counsel (contained in the opinion filed as Exhibit 5
               hereof).

   23.2        Consent of KPMG Peat Marwick LLP.

    24         Power of Attorney pursuant to which amendments to this
               registration statement may be filed (included on the signature
               page contained in Part II hereof).
Exhibit 5

                                                Opinion of Counsel
Alston&Bird LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  June 13, 1997

Carolina First BancShares, Inc.
402 East Main Street
Lincolnton, North Carolina 28092

    Re: Form S-8 Registration Statement of Carolina First BancShares, Inc. --
                      Directors' Deferred Compensation Plan

Ladies and Gentlemen:

         We have acted as counsel for Carolina First  BancShares,  Inc., a North
Carolina  corporation  (the  "Company"),   in  connection  with  the  referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the  Securities  Act of 1933,  as amended,  and covering  100,000  shares of the
Company's common stock,  $2.50 par value ("Common  Stock"),  and 100,000 phantom
units valued relative to the Company's Common Stock (hereinafter  referred to as
"Phantom  Units") that may be offered and sold  pursuant to the  Carolina  First
BancShares, Inc. Amended and Restated Directors' Deferred Compensation Plan (the
"Plan"), along with an indeterminate amount of deferred compensation obligations
(the "Obligations").  This Opinion Letter is rendered pursuant to Item 8 of Form
S-8 and Item 601(b)(5) of Regulation S-K.

         In the capacity described above, we have considered such matters of law
and of fact,  including  the  examination  of originals or copies,  certified or
otherwise  identified to our satisfaction,  of such records and documents of the
Company,  certificates  of public  officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth.

         Based upon the foregoing, we are of the following options:

         (1) The Phantom Units and the  Obligations to be issued pursuant to the
Plan and the  Registration  Statement have been duly authorized by all requisite
action on the part of the Company and, when issued in accordance  with the terms
and conditions of the Plan, will be legally and validly issued and represent the
binding  obligation  of the Company to make  payment to the  holders  thereof in
accordance with the terms and conditions of the Plan.

         (2) The shares of Common Stock covered by the  Registration  Statement,
when delivered to Plan  participants in accordance with the terms and conditions
of the Plan, will be legally and validly issued, fully paid and nonassessable.

         This  Opinion  Letter is provided  to you for your  benefit and for the
benefit of the Commission,  in each case, solely with regard to the Registration
Statement,  may be relied upon by you and the Commission only in connection with
the  Registration  Statement,  and may not be relied upon by any other person or
for any other purpose without our prior written consent.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and  further  consent  to the use of our name  wherever
appearing in the Registration Statement.

                                                     Sincerely,

                                                     ALSTON & BIRD LLP

                                                     By:
                                                              Laura G. Thatcher
Exhibit 23.2

                        Consent of KPMG Peat Marwick LLP
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Carolina First Bancshares, Inc.

     We consent to the incorporation by reference in the registration  statement
     on Form S-8,  pertaining  to the Amended and Restated  Directors'  Deferred
     Compensation  Plan,  of our report dated  February 7, 1997  relating to the
     consolidated  balance  sheets  of  Carolina  First  Bancshares,   Inc.  and
     subsidiaries as of December 31, 1996 and 1995 and the related  consolidated
     statements of income,  stockholders' equity, and cash flows for each of the
     years in the  three-year  period ended  December 31, 1996,  included in the
     December 31, 1996 Annual Report on Form 10-K of Carolina First  Bancshares,
     Inc.

                                         
                                             KPMG Peat Marwick, LLP

Charlotte, North Carolina
June 4, 1997