As filed with the Securities and Exchange Commission May 18, 1999.
                              File 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 Number)

                               236 E. MAIN STREET
                        LINCOLNTON, NORTH CAROLINA 28093
                                 (704) 732-2222
             (Address, including zip code, and telephone number of
                          Principal Executive Offices)

          Carolina First BancShares, Inc. 1999 Long-Term Incentive Plan
                            (Full Title of the Plan)

           James E. Burt, III                               Copy to:
    Carolina First BancShares, Inc.                    Michael L. Stevens
           402 E. Main Street                           Alston & Bird LLP
    Lincolnton, North Carolina 28093                   One Atlantic Center
             (704) 732-2222                      1201 West Peachtree Street, NW
(Name and address of agent for service)            Atlanta, Georgia 30309-3424
                                                         (404) 881-7970
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                            Proposed              Proposed
        Title of Securities             Amount to            Maximum              Maximum             Amount of
          to be Registered            be Registered      Offering Price          Aggregate        Registration Fee
                                                          Per Unit (1)       Offering Price (1)
---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                  <C>                  <C>                  <C>
Common Stock, $2.50 par value          500,000 (2)          24.0625              12,031,250           3,345

---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Determined in accordance with Rule 457(h), the registration fee calculation
     is based on the  average  of the high and low  prices  of the  Registrant's
     Common Stock reported on the Nasdaq National Market System on May 17, 1999.
(2)  Amount to be  registered  includes  500,000  shares  which  may be  granted
     pursuant to the Carolina First  BancShares,  Inc. 1999 Long-Term  Incentive
     Plan,  plus  such  additional  shares  as may be  issued by reason of stock
     splits, stock dividends or similar transactions.



<PAGE>





PART I          INFORMATION REQUIRED IN The Section 10(a) Prospectus

         (a) The documents  constituting Part I of this  Registration  Statement
will be sent or given to  participants  in the Carolina First  BancShares,  Inc.
1999 Long-Term  Incentive Plan (the "Plan") as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended.

         (b) Upon  written  or oral  request,  the  "Registrant"  will  provide,
without charge, the documents  incorporated by reference in Item 3 of Part II of
this registration statement.  The documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant will also provide, without charge, upon
written or oral request,  other documents  required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information, should be
directed to Janet H. Hollar at (704) 732-2222.

PART II.        INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"),  are incorporated  herein by reference
and deemed to be a part hereof:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1998;

         (2) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), since December 31, 1998; and

         (3) The  description  of Common  Stock  contained  in the  Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

         All documents  subsequently filed by the Registrant 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 hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
registration  statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein 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

         Not Applicable.



                                      II-1
<PAGE>

Item 5.       Interests of Named Experts and Counsel

         Not Applicable.

Item 6.       Indemnification of Directors and Officers

         The provisions of the North Carolina Business Corporation Act ("NCBCA")
and the  Registrant's  Articles  and  Bylaws  set forth the  extent to which the
Registrant's  directors and officers may be indemnified against liabilities they
may incur while serving in such capacities.

         The  provisions  for  indemnification  contained  in  Article IX of The
Registrant's Articles are summarized below.

         Section 9.01 provides that each person who was or is made a party or is
threatened  to be made a party to or is  otherwise  involved in any  threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative,   arbitrative   or   investigative,   and   whether   formal  or
informal(hereinafter, a "proceeding"), by reason of the fact:

(i)      that  he or she  is or was a  director or  Board-elected officer of the
         Corporation, or

         (ii)  that he or she,  being at the time a  director  or  Board-elected
         officer of the  Corporation,  is or was  serving at the  request of the
         Corporation  as a  director,  trustee,  officer,  employee  or agent of
         another  corporation or of a partnership,  limited  liability  company,
         joint venture, trust or other entity, including service with respect to
         an employee  benefit  plan  (collectively,  "another  entity" or "other
         entity"),

whether either in the case of clause (i) or in the case of clause (ii) the basis
of such proceeding is alleged action or inaction (x) in an official  capacity as
a director or officer of the Corporation,  or as a director,  trustee,  officer,
employee or agent of such other entity,  or (y) in any other capacity related to
the  Corporation  or such other entity while so serving as a director,  trustee,
officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation  to the fullest  extent  permitted by Part 5 of Article 8, including
Section 55-8-57 (or successor  provision or provisions) of the NCBCA as the same
exists or may hereafter be amended (but, in the case of any such amendment, with
respect to alleged action or inaction occurring prior to such amendment, only to
the extent  that such  amendment  permits  the  Corporation  to provide  broader
indemnification  rights than  permitted  prior  thereto),  against all  expense,
liability and loss (including, without limitation,  attorneys' fees and charges,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  actually  and  reasonably  incurred  by such  person in  connection
therewith.  The persons indemnified by this Article IX are hereinafter  referred
to as "indemnitees." Such  indemnification as to such alleged action or inaction
shall continue as to an indemnitee who has after such alleged action or inaction
ceased to be a director or officer of the  Corporation,  or  director,  trustee,
officer,  employee or agent of such other entity; and shall inure to the benefit
of the indemnitee's  heirs,  executors and  administrators.  Notwithstanding the
foregoing, except as may be provided in the Bylaws or by the Board of Directors,
the  Corporation  shall not indemnify any such  indemnitee in connection  with a
proceeding  (or  portion  thereof)  initiated  by such  indemnitee  unless  such
proceeding  (or portion  thereof) was  authorized by the Board of Directors (but
this prohibition  shall not apply to a counterclaim,  cross-claim or third-party
claim brought by the indemnitee in any proceeding). The right to indemnification
conferred in this Article IX: (i) shall be a contract  right;  (ii) shall not be
affected  adversely as to any  indemnitee by any amendment of these  Articles of
Incorporation  with respect to any alleged action or inaction occurring prior to
such amendment;  and (iii) shall, subject to any requirements imposed by law and
the  Bylaws,  include  the right to be paid by the  Corporation  the  reasonable
expenses (including  attorneys' fees and charges) incurred in defending any such
proceeding in advance of its final disposition.

                                      II-2
<PAGE>

         Section 9.02  provides  that the rights to  indemnification  and to the
advancement of expenses  conferred in this Article IX are not intended to be and
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute,  these Articles of Incorporation,  bylaw,  agreement,
vote of shareholders  or  disinterested  directors or otherwise.  The Bylaws may
contain such other provisions concerning  indemnification,  including provisions
specifying  reasonable  procedures  relating to and conditions to the receipt by
indemnitees  of   indemnification,   provided  that  such   provisions  are  not
inconsistent with the provisions of this Article IX.

         Section  9.03  provides  that  the  Corporation   may,  to  the  extent
authorized  from  time  to time by the  Board  of  Directors,  grant  rights  to
indemnification,  and to the  advancement  of  expenses,  to any other  officer,
employee or agent of the Corporation (or any person serving at the Corporation's
request as a director, trustee, officer, employee or agent of another entity) or
to any person who is or was a director, officer, employee or agent of any of the
Corporation's  affiliates,  predecessor  or  subsidiary  corporations  or  of  a
constituent corporation absorbed by the Corporation in a consolidation or merger
or who is or was  serving  at the  request  of such  affiliate,  predecessor  or
subsidiary  corporation  or  of  such  constituent  corporation  as a  director,
officer,  employee or agent of another entity, in each case as determined by the
Board of Directors to the fullest  extent of the  provisions  of this Article IX
incases of the  indemnification  and  advancement  of expenses of directors  and
Board-elected  officers of the Corporation,  or to any lesser extent (or greater
extent,  if  permitted  by law)  determined  by the  Board of  Directors.  If so
indemnified,  such  person  shall  be  included  in  the  term  "indemnitee"  or
"indemnitees" as used in this Article IX and in the Bylaws of the Corporation.

         The provisions relating to indemnification  contained in Article XII of
The Registrant's Bylaws are summarized below.

         Section 1  provides  that the  provisions  of the  Bylaws  relating  to
indemnification are intended to supplement the indemnification provisions in the
Articles  of  Incorporation  pursuant to Sections  9.2 and 9.3  thereof.  To the
extent that such  provisions in the Bylaws are  inconsistent  with the Articles,
the provisions of the Articles of Incorporation  shall govern.  Terms defined in
the Articles have the same meaning in the Bylaws.

         Section 2 provides  that the  Corporation  may  indemnify  and  advance
expenses to its other  officers,  employees and agents to the same or any lesser
extent  as to its  directors  and  Board-elected  officers,  as set forth in the
Articles of  Incorporation  and in the  Bylaws,  and,  if so  indemnified,  such
persons shall be included in the term  "indemnitee" or  "indemnitees" as used in
the Bylaws.

         Section 3 provides  that if and to the extent  the NCBCA  requires,  an
advancement by the Corporation of expenses incurred by an indemnitee pursuant to
clause  (iii)  of  the  last   sentence  of  Section  9.1  of  the  Articles  of
Incorporation (hereinafter an "advancement of expenses") shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under  the
Articles of Incorporation or otherwise.

         Section 4 provides  that if a claim for  indemnification  under Section
9.1 of the  Articles  of  Incorporation  is not paid in full by the  Corporation
within 60days after it has been received in writing by the  Corporation,  except
in the  case of a claim  for an  advancement  of  expenses,  in  which  case the
applicable  period shall be 20 days, the  indemnitee may at any time  thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
the  indemnitee is successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expense of prosecuting or defending such suit. In any suit brought by the

                                      11-3
<PAGE>

indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a  defense  that,  and in any suit by the  Corporation  to  recover  an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses only upon a final  adjudication that,
the indemnitee is not entitled to  indemnification  by reason of Section 55-8-57
of the NCBCA (or any successor provision or provisions).  Neither the failure of
the Corporation (including the Board of Directors, independent legal counsel, or
its shareholders) to have made a determination prior to the commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee is not entitled to  indemnification  by reason of Section
55-8-57 of the NCBCA (or any successor  provision or provisions),  nor an actual
determination  by the  Corporation  (including  the Board of Directors,  special
legal  counsel,  or its  shareholders)  that the  indemnitee  is not entitled to
indemnification  by reason of such statutory  limit,  shall create a presumption
that the indemnitee  has not met the  applicable  standard of conduct or, in the
case of such a suit brought by the indemnitee, be a defense to such suit. In any
suit brought by the  indemnitee to enforce a right to  indemnification  or to an
advancement  of  expenses  hereunder,  or  by  the  Corporation  to  recover  an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving that the  indemnitee  is not entitled to be  indemnified,  or to have or
retain such advancement of expenses,  under the Articles of Incorporation or the
Bylaws or otherwise, shall be on the Corporation.

         Section 5 provides that the Corporation may maintain insurance,  at its
expense, to protect itself and any director, trustee, officer, employee or agent
of the  Corporation or another  entity  against any expense,  liability or loss,
whether or not the  Corporation  would have the power to  indemnify  such person
against such expense, liability or loss under the NCBCA.

         Section 6 provides that in the event that any of the  provisions of the
Bylaws   (including  any  provision  within  a  single  section,   paragraph  or
sentence)is  held by a court of competent  jurisdiction  to be invalid,  void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

         The NCBCA's provisions for indemnification are summarized below.

         Section  55-8-51 of the NCBCA  authorizes a corporation to indemnify an
individual made a party to a proceeding  because he is or was a director against
liability  incurred  in the  proceeding  if (i) he  conducted  himself  in  good
faith;(ii)  he  reasonably  believed  (a) in the case of conduct in his official
capacity with the corporation,  that his conduct was in its best interests;  and
(b) in all other  cases,  that his  conduct was at least not opposed to its best
interests;  and  (iii)  in  the  case  of  any  criminal  proceeding,  he had no
reasonable cause to believe his conduct was unlawful.  A director's conduct with
respect to an employee  benefit plan for a purpose he reasonably  believed to be
in the interests of the participants in and beneficiaries of the plan is conduct
that satisfies the requirement of subsection (ii)(b) above. The termination of a
proceeding  by judgment,  order,  settlement,  conviction,  or upon a plea of no
contest or its equivalent is not, of itself, determinative that the director did
not  meet the  standard  of  conduct  described  above.  A  corporation  may not
indemnify a director under this Section:  (i) in connection with a proceeding by
or in the right of the  corporation in which the director was adjudged liable to
the  corporation;  or (ii) in  connection  with any  other  proceeding  charging
improper  personal  benefit  to him,  whether  or not  involving  action  in his
official  capacity,  in which he was adjudged  liable on the basis that personal
benefit was improperly  received by him.  Indemnification  permitted  under this
Section in connection  with a proceeding  by or in the right of the  corporation
that is  concluded  without a final  adjudication  on the issue of  liability is
limited to reasonable  expenses incurred in connection with the proceeding.  The
authorization, approval or favorable recommendation by the board of directors of
a corporation  of  indemnification,  as permitted by this Section,  shall not be
deemed an act or  corporate  transaction  in which a director  has a conflict of
interest, and no such indemnification shall be void or voidable on such ground.

                                      11-4
<PAGE>

         Section  55-8-52  provides  that  unless  limited  by its  articles  of
incorporation,   a  corporation  shall  indemnify  a  director  who  was  wholly
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which he was a party because he is or was a director of the corporation  against
reasonable expenses incurred by him in connection with the proceeding.

         Section  55-8-53  provides  that  expenses  incurred  by a director  in
defending a proceeding  may be paid by the  corporation  in advance of the final
disposition  of such  proceeding  as authorized by the board of directors in the
specific case or as  authorized or required  under any provision in the articles
of  incorporation  or bylaws or by any  applicable  resolution  or contract upon
receipt of an  undertaking  by or on behalf of the director to repay such amount
unless it shall  ultimately be determined  that he is entitled to be indemnified
by the corporation against such expenses.

         Section  55-8-54  provides  that  unless a  corporation's  articles  of
incorporation provide otherwise, a director of the corporation who is a party to
a  proceeding  may  apply  for  indemnification  to  the  court  conducting  the
proceeding  or to  another  court of  competent  jurisdiction.  On receipt of an
application, the court after giving any notice the court considers necessary may
order  indemnification  if it  determines  that (i) the  director is entitled to
mandatory  indemnification  under Section 55-8-52, in which case the court shall
also order the corporation to pay the director's reasonable expenses incurred to
obtain  court-ordered  indemnification;  or (ii)  the  director  is  fairly  and
reasonably   entitled   to   indemnification   in  view  of  all  the   relevant
circumstances,  whether  or not he met the  standard  of  conduct  set  forth in
Section  55-8-51 or was adjudged liable to the corporation or in connection with
any other proceeding  charging improper personal benefit to him, as described in
Section 55-8-51, but if he was adjudged so liable his indemnification is limited
to reasonable expenses incurred.

         Section  55-8-55  provides  that a  corporation  may  not  indemnify  a
director under Section  55-8-51  unless  authorized in the specific case after a
determination has been made that  indemnification of the director is permissible
in the  circumstances  because he has met the  standard  of conduct set forth in
Section 55-8-51.  The  determination  shall be made by the board of directors by
majority vote of a quorum consisting of directors not at the time parties to the
proceeding;  or if a quorum cannot be obtained,  by majority vote of a committee
duly  designated by the board of directors (in which  designation  directors who
are parties may participate),  consisting solely of two or more directors not at
the time parties to the proceeding;  or by special legal counsel (i) selected by
the board of directors  or its  committee  in the manner  prescribed  above if a
quorum of the board of  directors  cannot be obtained  under  subdivision  and a
committee  cannot be designated,  selected by majority vote of the full board of
directors (in which selection directors who are parties may participate);  or by
the  shareholders,  but shares  owned by or voted under the control of directors
who  are at the  time  parties  to  the  proceeding  may  not  be  voted  on the
determination.   Authorization   of   indemnification   and   evaluation  as  to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness of expenses shall be made by those entitled to select counsel, as
described above.

         Section  55-8-56  provides  that  unless a  corporation's  articles  of
incorporation  provide  otherwise an officer of the  corporation  is entitled to
mandatory  indemnification  under Section 55-8-52,  and is entitled to apply for
court-ordered  indemnification  under Section 55-8-54,  in each case to the same
extent as a director.  The corporation may indemnify and advance  expenses under
the  NCBCA to an  officer,  employee,  or agent of the  corporation  to the same
extent as to a  director;  and may also  indemnify  and  advance  expenses to an
officer, employee, or agent who is not a director to the extent, consistent with
public policy,  that may be provided by its articles of  incorporation,  bylaws,
general or specific action of its board of directors, or contract.

                                      II-5
<PAGE>

         Section  55-8-57  provides  that  in  addition  to the  indemnification
provided  for in the previous  Sections,  a  corporation  may in its articles of
incorporation  or bylaws or by  contract  or  resolution  indemnify  or agree to
indemnify  any one or more of its  directors,  officers,  employees,  or  agents
against liability and expenses in any proceeding (including without limitation a
proceeding  brought by or on behalf of the  corporation  itself)  arising out of
their status as such or their  activities  in any of the  foregoing  capacities;
provided,  however, that a corporation may not indemnify or agree to indemnify a
person  against  liability or expenses he may incur on account of his activities
which were at the time taken  known or believed by him to be clearly in conflict
with the best interests of the  corporation.  A corporation  may likewise and to
the same extent  indemnify or agree to indemnify  any person who, at the request
of the corporation,  is or was serving as a director, officer, partner, trustee,
employee,  or agent of another  foreign or  domestic  corporation,  partnership,
joint venture,  trust or other enterprise or as a trustee or administrator under
an employee benefit plan. Any provision in any articles of incorporation, bylaw,
contract,  or resolution permitted under this Section may include provisions for
recovery from the corporation of reasonable costs, expenses, and attorneys' fees
in connection with the enforcement of rights to indemnification  granted therein
and may  further  include  provisions  establishing  reasonable  procedures  for
determining  and  enforcing  the  rights  granted  therein.  The  authorization,
adoption,  approval, or favorable  recommendation by the board of directors of a
public  corporation  of any provision in any articles of  incorporation,  bylaw,
contract or resolution, as permitted in this Section, shall not be deemed an act
or corporate transaction in which a director has a conflict of interest,  and no
such  articles of  incorporation  or bylaw  provision or contract or  resolution
shall  be void  or  voidable  on  such  grounds.  The  authorization,  adoption,
approval,  or favorable  recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of incorporation,  bylaw,  contract
or  resolution,  as permitted in this Section,  which  occurred prior to July 1,
1990,  shall not be deemed an act or corporate  transaction  in which a director
has a  conflict  of  interest,  and no such  articles  of  incorporation,  bylaw
provision,  contract or  resolution  shall be void or voidable on such  grounds.
Except as permitted in Section 55-8-31, no such bylaw,  contract,  or resolution
not adopted, authorized, approved or ratified by shareholders shall be effective
as to claims made or  liabilities  asserted  against any  director  prior to its
adoption,  authorization,  or approval by the board of directors.  A corporation
may purchase and maintain  insurance on behalf of an individual  who is or was a
director,  officer,  employee,  or agent  of the  corporation,  or who,  while a
director,  officer, employee, or agent of the corporation,  is or was serving at
the  request  of the  corporation  as a  director,  officer,  partner,  trustee,
employee,  or agent of another  foreign or  domestic  corporation,  partnership,
joint  venture,  trust,  employee  benefit  plan, or other  enterprise,  against
liability  asserted  against or incurred by him in that capacity or arising from
his  status as a  director,  officer,  employee,  or agent,  whether  or not the
corporation  would have power to indemnify him against the same liability  under
any provision of this Chapter.

         The Registrant  maintains an insurance  policy  insuring the Registrant
and  directors  and  officers of the  Registrant  against  certain  liabilities,
including liabilities under the Securities Act of 1933.

Item 7.       Exemption from Registration Claimed

         Not Applicable.

Item 8.       Exhibits

         See Exhibit Index, which is incorporated herein by reference.

Item 9.       Undertakings

(a)      The undersigned Registrant hereby undertakes:

                                      II-6
<PAGE>

                  (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
         forth in this Registration Statement;

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not previously  disclosed in this
         Registration  Statement or any material  change to such  information in
         this Registration Statement;

         Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do
not apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
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 foregoing  provisions,  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 Act 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.


                                      II-7
<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 the 30th day
of April, 1999.


                         CAROLINA FIRST BANCSHARES, INC.


                           By: /s/ JAMES E. BURT, III
                                         James E. Burt, III
                      President and Chief Executive Officer


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints James E. Burt, III and Janet H. Hollar,
and each of them,  with the power to act without the other,  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  in and  about  the
premises,  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 his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons as of the 30th day of April, 1999 in the capacities indicated.

Name                                  Capacity                        Date


/s/ JAMES E. BURT, III      President, Chief Executive Officer,   April 30, 1999
-------------------------   and Director
James E. Burt, III          (Principal Executive Officer)


/s/ JANET H. HOLLAR         Treasurer                             April 30, 1999
-------------------------   (Principal Financial and Accounting  
Janet H. Hollar             Officer)


/s/ HAROLD D. ALEXANDER     Director                              April 30, 1999
-------------------------
Harold D. Alexander


/s/ CHARLES A. JAMES        Director                              April 30, 1999
-------------------------
Charles A. James

                                      II-8
<PAGE>

/s/ WALTER H. JONES, JR.
-------------------------   Director                              April 30, 1999
Walter H. Jones, Jr.


/s/ JACK L. LUTZ            Director                              April 30, 1999
-------------------------
Jack L. Lutz


/s/  SAMUEL C. KING, JR.    Director                              April 30, 1999
-------------------------
Samuel C. King, Jr.


/s/ HARRY D. RITCHIE        Director                              April 30, 1999
-------------------------
Harry D. Ritchie


/s/ THOMAS M. ROBBINS       Director                              April 30, 1999
-------------------------
Thomas M. Robbins


/s/ L.D. WARLICK, JR.       Director                              April 30, 1999
-------------------------
L. D. Warlick, Jr.


/s/ ESTUS B. WHITE          Director                              April 30, 1999
-------------------------
Estus B. White



                                      II-9
<PAGE>


                                                   -10-


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

       Exhibit Number                          Description
            <S>           <C>    
            4.1           Amended and Restated  Articles of Incorporation of
                          Carolina First BancShares,  Inc.  (Incorporated by
                          reference  to  Exhibit  3.1  to  the  Registrant's
                          Registration Statement on Form S-4 (File No.
                          333-59729).)

            4.2           Amended  and  Restated  Bylaws of  Carolina  First 
                          BancShares,  Inc.  (Incorporated by  reference  to
                          Exhibit  3.2  to   the  Registrant's  Registration 
                          Statement on Form S-4 (File No. 333-59729).)

            5.1           Opinion of Alston & Bird LLP

            23.1          Consent of Alston & Bird LLP(included in Exhibit 5.1)

            23.2          Consent of KPMG LLP 

            24.1          Power of Attorney (included on signature page)

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "CAROLINA FIRST BANCSHARES S-8", "secsgml_size_bytes": 38594}]
{"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": "333-78691", "film-number": "99629545"}, "business-address": {"street1": "236 EAST MAIN STREET", "city": "LINCOLNTON", "state": "NC", "zip": "28092", "phone": "7047322222"}, "mail-address": {"street1": "236 EAST MAIN STREET", "city": "LINCOLNTON", "state": "NC", "zip": "28092"}}
As filed with the Securities and Exchange Commission May 18, 1999.
                              File 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 Number)

                               236 E. MAIN STREET
                        LINCOLNTON, NORTH CAROLINA 28093
                                 (704) 732-2222
             (Address, including zip code, and telephone number of
                          Principal Executive Offices)

          Carolina First BancShares, Inc. 1999 Long-Term Incentive Plan
                            (Full Title of the Plan)

           James E. Burt, III                               Copy to:
    Carolina First BancShares, Inc.                    Michael L. Stevens
           402 E. Main Street                           Alston & Bird LLP
    Lincolnton, North Carolina 28093                   One Atlantic Center
             (704) 732-2222                      1201 West Peachtree Street, NW
(Name and address of agent for service)            Atlanta, Georgia 30309-3424
                                                         (404) 881-7970
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                            Proposed              Proposed
        Title of Securities             Amount to            Maximum              Maximum             Amount of
          to be Registered            be Registered      Offering Price          Aggregate        Registration Fee
                                                          Per Unit (1)       Offering Price (1)
---------------------------------------------------------------------------------------------------------------------
Common Stock, $2.50 par value          500,000 (2)          24.0625              12,031,250           3,345

---------------------------------------------------------------------------------------------------------------------
(1)  Determined in accordance with Rule 457(h), the registration fee calculation
     is based on the  average  of the high and low  prices  of the  Registrant's
     Common Stock reported on the Nasdaq National Market System on May 17, 1999.
(2)  Amount to be  registered  includes  500,000  shares  which  may be  granted
     pursuant to the Carolina First  BancShares,  Inc. 1999 Long-Term  Incentive
     Plan,  plus  such  additional  shares  as may be  issued by reason of stock
     splits, stock dividends or similar transactions.
PART I          INFORMATION REQUIRED IN The Section 10(a) Prospectus

         (a) The documents  constituting Part I of this  Registration  Statement
will be sent or given to  participants  in the Carolina First  BancShares,  Inc.
1999 Long-Term  Incentive Plan (the "Plan") as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended.

         (b) Upon  written  or oral  request,  the  "Registrant"  will  provide,
without charge, the documents  incorporated by reference in Item 3 of Part II of
this registration statement.  The documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant will also provide, without charge, upon
written or oral request,  other documents  required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information, should be
directed to Janet H. Hollar at (704) 732-2222.

PART II.        INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"),  are incorporated  herein by reference
and deemed to be a part hereof:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1998;

         (2) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), since December 31, 1998; and

         (3) The  description  of Common  Stock  contained  in the  Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

         All documents  subsequently filed by the Registrant 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 hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
registration  statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein 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

         Not Applicable.

                                      II-1
Item 5.       Interests of Named Experts and Counsel

         Not Applicable.

Item 6.       Indemnification of Directors and Officers

         The provisions of the North Carolina Business Corporation Act ("NCBCA")
and the  Registrant's  Articles  and  Bylaws  set forth the  extent to which the
Registrant's  directors and officers may be indemnified against liabilities they
may incur while serving in such capacities.

         The  provisions  for  indemnification  contained  in  Article IX of The
Registrant's Articles are summarized below.

         Section 9.01 provides that each person who was or is made a party or is
threatened  to be made a party to or is  otherwise  involved in any  threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative,   arbitrative   or   investigative,   and   whether   formal  or
informal(hereinafter, a "proceeding"), by reason of the fact:

(i)      that  he or she  is or was a  director or  Board-elected officer of the
         Corporation, or

         (ii)  that he or she,  being at the time a  director  or  Board-elected
         officer of the  Corporation,  is or was  serving at the  request of the
         Corporation  as a  director,  trustee,  officer,  employee  or agent of
         another  corporation or of a partnership,  limited  liability  company,
         joint venture, trust or other entity, including service with respect to
         an employee  benefit  plan  (collectively,  "another  entity" or "other
         entity"),

whether either in the case of clause (i) or in the case of clause (ii) the basis
of such proceeding is alleged action or inaction (x) in an official  capacity as
a director or officer of the Corporation,  or as a director,  trustee,  officer,
employee or agent of such other entity,  or (y) in any other capacity related to
the  Corporation  or such other entity while so serving as a director,  trustee,
officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation  to the fullest  extent  permitted by Part 5 of Article 8, including
Section 55-8-57 (or successor  provision or provisions) of the NCBCA as the same
exists or may hereafter be amended (but, in the case of any such amendment, with
respect to alleged action or inaction occurring prior to such amendment, only to
the extent  that such  amendment  permits  the  Corporation  to provide  broader
indemnification  rights than  permitted  prior  thereto),  against all  expense,
liability and loss (including, without limitation,  attorneys' fees and charges,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  actually  and  reasonably  incurred  by such  person in  connection
therewith.  The persons indemnified by this Article IX are hereinafter  referred
to as "indemnitees." Such  indemnification as to such alleged action or inaction
shall continue as to an indemnitee who has after such alleged action or inaction
ceased to be a director or officer of the  Corporation,  or  director,  trustee,
officer,  employee or agent of such other entity; and shall inure to the benefit
of the indemnitee's  heirs,  executors and  administrators.  Notwithstanding the
foregoing, except as may be provided in the Bylaws or by the Board of Directors,
the  Corporation  shall not indemnify any such  indemnitee in connection  with a
proceeding  (or  portion  thereof)  initiated  by such  indemnitee  unless  such
proceeding  (or portion  thereof) was  authorized by the Board of Directors (but
this prohibition  shall not apply to a counterclaim,  cross-claim or third-party
claim brought by the indemnitee in any proceeding). The right to indemnification
conferred in this Article IX: (i) shall be a contract  right;  (ii) shall not be
affected  adversely as to any  indemnitee by any amendment of these  Articles of
Incorporation  with respect to any alleged action or inaction occurring prior to
such amendment;  and (iii) shall, subject to any requirements imposed by law and
the  Bylaws,  include  the right to be paid by the  Corporation  the  reasonable
expenses (including  attorneys' fees and charges) incurred in defending any such
proceeding in advance of its final disposition.

                                      II-2
Section 9.02  provides  that the rights to  indemnification  and to the
advancement of expenses  conferred in this Article IX are not intended to be and
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute,  these Articles of Incorporation,  bylaw,  agreement,
vote of shareholders  or  disinterested  directors or otherwise.  The Bylaws may
contain such other provisions concerning  indemnification,  including provisions
specifying  reasonable  procedures  relating to and conditions to the receipt by
indemnitees  of   indemnification,   provided  that  such   provisions  are  not
inconsistent with the provisions of this Article IX.

         Section  9.03  provides  that  the  Corporation   may,  to  the  extent
authorized  from  time  to time by the  Board  of  Directors,  grant  rights  to
indemnification,  and to the  advancement  of  expenses,  to any other  officer,
employee or agent of the Corporation (or any person serving at the Corporation's
request as a director, trustee, officer, employee or agent of another entity) or
to any person who is or was a director, officer, employee or agent of any of the
Corporation's  affiliates,  predecessor  or  subsidiary  corporations  or  of  a
constituent corporation absorbed by the Corporation in a consolidation or merger
or who is or was  serving  at the  request  of such  affiliate,  predecessor  or
subsidiary  corporation  or  of  such  constituent  corporation  as a  director,
officer,  employee or agent of another entity, in each case as determined by the
Board of Directors to the fullest  extent of the  provisions  of this Article IX
incases of the  indemnification  and  advancement  of expenses of directors  and
Board-elected  officers of the Corporation,  or to any lesser extent (or greater
extent,  if  permitted  by law)  determined  by the  Board of  Directors.  If so
indemnified,  such  person  shall  be  included  in  the  term  "indemnitee"  or
"indemnitees" as used in this Article IX and in the Bylaws of the Corporation.

         The provisions relating to indemnification  contained in Article XII of
The Registrant's Bylaws are summarized below.

         Section 1  provides  that the  provisions  of the  Bylaws  relating  to
indemnification are intended to supplement the indemnification provisions in the
Articles  of  Incorporation  pursuant to Sections  9.2 and 9.3  thereof.  To the
extent that such  provisions in the Bylaws are  inconsistent  with the Articles,
the provisions of the Articles of Incorporation  shall govern.  Terms defined in
the Articles have the same meaning in the Bylaws.

         Section 2 provides  that the  Corporation  may  indemnify  and  advance
expenses to its other  officers,  employees and agents to the same or any lesser
extent  as to its  directors  and  Board-elected  officers,  as set forth in the
Articles of  Incorporation  and in the  Bylaws,  and,  if so  indemnified,  such
persons shall be included in the term  "indemnitee" or  "indemnitees" as used in
the Bylaws.

         Section 3 provides  that if and to the extent  the NCBCA  requires,  an
advancement by the Corporation of expenses incurred by an indemnitee pursuant to
clause  (iii)  of  the  last   sentence  of  Section  9.1  of  the  Articles  of
Incorporation (hereinafter an "advancement of expenses") shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under  the
Articles of Incorporation or otherwise.

         Section 4 provides  that if a claim for  indemnification  under Section
9.1 of the  Articles  of  Incorporation  is not paid in full by the  Corporation
within 60days after it has been received in writing by the  Corporation,  except
in the  case of a claim  for an  advancement  of  expenses,  in  which  case the
applicable  period shall be 20 days, the  indemnitee may at any time  thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
the  indemnitee is successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expense of prosecuting or defending such suit. In any suit brought by the

                                      11-3
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a  defense  that,  and in any suit by the  Corporation  to  recover  an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses only upon a final  adjudication that,
the indemnitee is not entitled to  indemnification  by reason of Section 55-8-57
of the NCBCA (or any successor provision or provisions).  Neither the failure of
the Corporation (including the Board of Directors, independent legal counsel, or
its shareholders) to have made a determination prior to the commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee is not entitled to  indemnification  by reason of Section
55-8-57 of the NCBCA (or any successor  provision or provisions),  nor an actual
determination  by the  Corporation  (including  the Board of Directors,  special
legal  counsel,  or its  shareholders)  that the  indemnitee  is not entitled to
indemnification  by reason of such statutory  limit,  shall create a presumption
that the indemnitee  has not met the  applicable  standard of conduct or, in the
case of such a suit brought by the indemnitee, be a defense to such suit. In any
suit brought by the  indemnitee to enforce a right to  indemnification  or to an
advancement  of  expenses  hereunder,  or  by  the  Corporation  to  recover  an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving that the  indemnitee  is not entitled to be  indemnified,  or to have or
retain such advancement of expenses,  under the Articles of Incorporation or the
Bylaws or otherwise, shall be on the Corporation.

         Section 5 provides that the Corporation may maintain insurance,  at its
expense, to protect itself and any director, trustee, officer, employee or agent
of the  Corporation or another  entity  against any expense,  liability or loss,
whether or not the  Corporation  would have the power to  indemnify  such person
against such expense, liability or loss under the NCBCA.

         Section 6 provides that in the event that any of the  provisions of the
Bylaws   (including  any  provision  within  a  single  section,   paragraph  or
sentence)is  held by a court of competent  jurisdiction  to be invalid,  void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

         The NCBCA's provisions for indemnification are summarized below.

         Section  55-8-51 of the NCBCA  authorizes a corporation to indemnify an
individual made a party to a proceeding  because he is or was a director against
liability  incurred  in the  proceeding  if (i) he  conducted  himself  in  good
faith;(ii)  he  reasonably  believed  (a) in the case of conduct in his official
capacity with the corporation,  that his conduct was in its best interests;  and
(b) in all other  cases,  that his  conduct was at least not opposed to its best
interests;  and  (iii)  in  the  case  of  any  criminal  proceeding,  he had no
reasonable cause to believe his conduct was unlawful.  A director's conduct with
respect to an employee  benefit plan for a purpose he reasonably  believed to be
in the interests of the participants in and beneficiaries of the plan is conduct
that satisfies the requirement of subsection (ii)(b) above. The termination of a
proceeding  by judgment,  order,  settlement,  conviction,  or upon a plea of no
contest or its equivalent is not, of itself, determinative that the director did
not  meet the  standard  of  conduct  described  above.  A  corporation  may not
indemnify a director under this Section:  (i) in connection with a proceeding by
or in the right of the  corporation in which the director was adjudged liable to
the  corporation;  or (ii) in  connection  with any  other  proceeding  charging
improper  personal  benefit  to him,  whether  or not  involving  action  in his
official  capacity,  in which he was adjudged  liable on the basis that personal
benefit was improperly  received by him.  Indemnification  permitted  under this
Section in connection  with a proceeding  by or in the right of the  corporation
that is  concluded  without a final  adjudication  on the issue of  liability is
limited to reasonable  expenses incurred in connection with the proceeding.  The
authorization, approval or favorable recommendation by the board of directors of
a corporation  of  indemnification,  as permitted by this Section,  shall not be
deemed an act or  corporate  transaction  in which a director  has a conflict of
interest, and no such indemnification shall be void or voidable on such ground.

                                      11-4
Section  55-8-52  provides  that  unless  limited  by its  articles  of
incorporation,   a  corporation  shall  indemnify  a  director  who  was  wholly
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which he was a party because he is or was a director of the corporation  against
reasonable expenses incurred by him in connection with the proceeding.

         Section  55-8-53  provides  that  expenses  incurred  by a director  in
defending a proceeding  may be paid by the  corporation  in advance of the final
disposition  of such  proceeding  as authorized by the board of directors in the
specific case or as  authorized or required  under any provision in the articles
of  incorporation  or bylaws or by any  applicable  resolution  or contract upon
receipt of an  undertaking  by or on behalf of the director to repay such amount
unless it shall  ultimately be determined  that he is entitled to be indemnified
by the corporation against such expenses.

         Section  55-8-54  provides  that  unless a  corporation's  articles  of
incorporation provide otherwise, a director of the corporation who is a party to
a  proceeding  may  apply  for  indemnification  to  the  court  conducting  the
proceeding  or to  another  court of  competent  jurisdiction.  On receipt of an
application, the court after giving any notice the court considers necessary may
order  indemnification  if it  determines  that (i) the  director is entitled to
mandatory  indemnification  under Section 55-8-52, in which case the court shall
also order the corporation to pay the director's reasonable expenses incurred to
obtain  court-ordered  indemnification;  or (ii)  the  director  is  fairly  and
reasonably   entitled   to   indemnification   in  view  of  all  the   relevant
circumstances,  whether  or not he met the  standard  of  conduct  set  forth in
Section  55-8-51 or was adjudged liable to the corporation or in connection with
any other proceeding  charging improper personal benefit to him, as described in
Section 55-8-51, but if he was adjudged so liable his indemnification is limited
to reasonable expenses incurred.

         Section  55-8-55  provides  that a  corporation  may  not  indemnify  a
director under Section  55-8-51  unless  authorized in the specific case after a
determination has been made that  indemnification of the director is permissible
in the  circumstances  because he has met the  standard  of conduct set forth in
Section 55-8-51.  The  determination  shall be made by the board of directors by
majority vote of a quorum consisting of directors not at the time parties to the
proceeding;  or if a quorum cannot be obtained,  by majority vote of a committee
duly  designated by the board of directors (in which  designation  directors who
are parties may participate),  consisting solely of two or more directors not at
the time parties to the proceeding;  or by special legal counsel (i) selected by
the board of directors  or its  committee  in the manner  prescribed  above if a
quorum of the board of  directors  cannot be obtained  under  subdivision  and a
committee  cannot be designated,  selected by majority vote of the full board of
directors (in which selection directors who are parties may participate);  or by
the  shareholders,  but shares  owned by or voted under the control of directors
who  are at the  time  parties  to  the  proceeding  may  not  be  voted  on the
determination.   Authorization   of   indemnification   and   evaluation  as  to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness of expenses shall be made by those entitled to select counsel, as
described above.

         Section  55-8-56  provides  that  unless a  corporation's  articles  of
incorporation  provide  otherwise an officer of the  corporation  is entitled to
mandatory  indemnification  under Section 55-8-52,  and is entitled to apply for
court-ordered  indemnification  under Section 55-8-54,  in each case to the same
extent as a director.  The corporation may indemnify and advance  expenses under
the  NCBCA to an  officer,  employee,  or agent of the  corporation  to the same
extent as to a  director;  and may also  indemnify  and  advance  expenses to an
officer, employee, or agent who is not a director to the extent, consistent with
public policy,  that may be provided by its articles of  incorporation,  bylaws,
general or specific action of its board of directors, or contract.

                                      II-5
Section  55-8-57  provides  that  in  addition  to the  indemnification
provided  for in the previous  Sections,  a  corporation  may in its articles of
incorporation  or bylaws or by  contract  or  resolution  indemnify  or agree to
indemnify  any one or more of its  directors,  officers,  employees,  or  agents
against liability and expenses in any proceeding (including without limitation a
proceeding  brought by or on behalf of the  corporation  itself)  arising out of
their status as such or their  activities  in any of the  foregoing  capacities;
provided,  however, that a corporation may not indemnify or agree to indemnify a
person  against  liability or expenses he may incur on account of his activities
which were at the time taken  known or believed by him to be clearly in conflict
with the best interests of the  corporation.  A corporation  may likewise and to
the same extent  indemnify or agree to indemnify  any person who, at the request
of the corporation,  is or was serving as a director, officer, partner, trustee,
employee,  or agent of another  foreign or  domestic  corporation,  partnership,
joint venture,  trust or other enterprise or as a trustee or administrator under
an employee benefit plan. Any provision in any articles of incorporation, bylaw,
contract,  or resolution permitted under this Section may include provisions for
recovery from the corporation of reasonable costs, expenses, and attorneys' fees
in connection with the enforcement of rights to indemnification  granted therein
and may  further  include  provisions  establishing  reasonable  procedures  for
determining  and  enforcing  the  rights  granted  therein.  The  authorization,
adoption,  approval, or favorable  recommendation by the board of directors of a
public  corporation  of any provision in any articles of  incorporation,  bylaw,
contract or resolution, as permitted in this Section, shall not be deemed an act
or corporate transaction in which a director has a conflict of interest,  and no
such  articles of  incorporation  or bylaw  provision or contract or  resolution
shall  be void  or  voidable  on  such  grounds.  The  authorization,  adoption,
approval,  or favorable  recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of incorporation,  bylaw,  contract
or  resolution,  as permitted in this Section,  which  occurred prior to July 1,
1990,  shall not be deemed an act or corporate  transaction  in which a director
has a  conflict  of  interest,  and no such  articles  of  incorporation,  bylaw
provision,  contract or  resolution  shall be void or voidable on such  grounds.
Except as permitted in Section 55-8-31, no such bylaw,  contract,  or resolution
not adopted, authorized, approved or ratified by shareholders shall be effective
as to claims made or  liabilities  asserted  against any  director  prior to its
adoption,  authorization,  or approval by the board of directors.  A corporation
may purchase and maintain  insurance on behalf of an individual  who is or was a
director,  officer,  employee,  or agent  of the  corporation,  or who,  while a
director,  officer, employee, or agent of the corporation,  is or was serving at
the  request  of the  corporation  as a  director,  officer,  partner,  trustee,
employee,  or agent of another  foreign or  domestic  corporation,  partnership,
joint  venture,  trust,  employee  benefit  plan, or other  enterprise,  against
liability  asserted  against or incurred by him in that capacity or arising from
his  status as a  director,  officer,  employee,  or agent,  whether  or not the
corporation  would have power to indemnify him against the same liability  under
any provision of this Chapter.

         The Registrant  maintains an insurance  policy  insuring the Registrant
and  directors  and  officers of the  Registrant  against  certain  liabilities,
including liabilities under the Securities Act of 1933.

Item 7.       Exemption from Registration Claimed

         Not Applicable.

Item 8.       Exhibits

         See Exhibit Index, which is incorporated herein by reference.

Item 9.       Undertakings

(a)      The undersigned Registrant hereby undertakes:

                                      II-6
(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
         forth in this Registration Statement;

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not previously  disclosed in this
         Registration  Statement or any material  change to such  information in
         this Registration Statement;

         Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do
not apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
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 foregoing  provisions,  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 Act 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.

                                      II-7
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 the 30th day
of April, 1999.

                         CAROLINA FIRST BANCSHARES, INC.

                           By: /s/ JAMES E. BURT, III
                                         James E. Burt, III
                      President and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints James E. Burt, III and Janet H. Hollar,
and each of them,  with the power to act without the other,  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  in and  about  the
premises,  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 his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons as of the 30th day of April, 1999 in the capacities indicated.

Name                                  Capacity                        Date

/s/ JAMES E. BURT, III      President, Chief Executive Officer,   April 30, 1999
-------------------------   and Director
James E. Burt, III          (Principal Executive Officer)

/s/ JANET H. HOLLAR         Treasurer                             April 30, 1999
-------------------------   (Principal Financial and Accounting  
Janet H. Hollar             Officer)

/s/ HAROLD D. ALEXANDER     Director                              April 30, 1999
-------------------------
Harold D. Alexander

/s/ CHARLES A. JAMES        Director                              April 30, 1999
-------------------------
Charles A. James

                                      II-8
/s/ WALTER H. JONES, JR.
-------------------------   Director                              April 30, 1999
Walter H. Jones, Jr.

/s/ JACK L. LUTZ            Director                              April 30, 1999
-------------------------
Jack L. Lutz

/s/  SAMUEL C. KING, JR.    Director                              April 30, 1999
-------------------------
Samuel C. King, Jr.

/s/ HARRY D. RITCHIE        Director                              April 30, 1999
-------------------------
Harry D. Ritchie

/s/ THOMAS M. ROBBINS       Director                              April 30, 1999
-------------------------
Thomas M. Robbins

/s/ L.D. WARLICK, JR.       Director                              April 30, 1999
-------------------------
L. D. Warlick, Jr.

/s/ ESTUS B. WHITE          Director                              April 30, 1999
-------------------------
Estus B. White

                                      II-9
-10-
EXHIBIT INDEX

       Exhibit Number                          Description
4.1           Amended and Restated  Articles of Incorporation of
                          Carolina First BancShares,  Inc.  (Incorporated by
                          reference  to  Exhibit  3.1  to  the  Registrant's
                          Registration Statement on Form S-4 (File No.
                          333-59729).)

            4.2           Amended  and  Restated  Bylaws of  Carolina  First 
                          BancShares,  Inc.  (Incorporated by  reference  to
                          Exhibit  3.2  to   the  Registrant's  Registration 
                          Statement on Form S-4 (File No. 333-59729).)

            5.1           Opinion of Alston & Bird LLP

            23.1          Consent of Alston & Bird LLP(included in Exhibit 5.1)

            23.2          Consent of KPMG LLP 

            24.1          Power of Attorney (included on signature page)