Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         COMMUNITY FIRST BANCORPORATION
             (Exact name of registrant as specified in its charter)


          South Carolina                                         58-2322486
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

            3685 Blue Ridge Boulevard, Walhalla, South Carolina 29691
              (Address of principal executive offices and zip code)

                         COMMUNITY FIRST BANCORPORATION
                        1989 Incentive Stock Option Plan
                              (Full title of Plan)


       Frederick D. Shepherd, Jr.                 Copies to:
       Community First Bancorporation             George S. King, Jr., Esquire
              President and                       Suzanne Hulst Clawson, Esquire
       Principal Financial Officer                Sinkler & Boyd, P.A.
      3685 Blue Ridge Boulevard                   1426 Main Street, Suite 1200
    Walhalla, South Carolina 29691                Columbia, South Carolina 29201
(Name and address of agent for service)
                                                         (803) 779-3080
             (864) 638-2105
      (Telephone number, including
    area code, of agent for service)

<TABLE>
<CAPTION>

                                          Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered          registered(1)            price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                        <C>                     <C>                         <C>       
     Common Stock,
     no par value              191,718 shares             $7.35                   $1,409,127.30               $415.69
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This  registration  statement  also  covers  such  indeterminable  number of
    additional shares as may become issuable to prevent dilution in the event of
    stock splits, stock dividends or similar transactions  pursuant to the terms
    of the Plan.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant  to Rule  457(h)  under the  Securities  Act of 1933,  based on the
    book value of the shares as of August 31, 1998.

                                                         Exhibit Index on page 6


<PAGE>

                                     PART I

Information Required in the Section 10(a) Prospectus

The documents containing the information specified in Part I of Form S-8 will be
sent or given to  employees  of the  Registrant  chosen  to  participate  in the
Community First  Bancorporation  1989 Incentive Stock Option Plan as required by
Rule 428(b)(1) promulgated under the Securities Act of 1933.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

     The  Registrant  hereby  incorporates  by  reference  herein the  following
documents:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 1997 (File No. 000-29640).

     (b)  The  Registrant's  Quarterly  Reports on Form 10-QSB for the  quarters
          ended March 31, 1998 and June 30, 1998.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934 (the "1934
Act"), prior to the filing of a post-effective amendment that indicates that all
securities  offered  have been sold or which  deregisters  all  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.

Item 4.  Description of Securities

     The  Registrant  was  organized  for the  purpose of  becoming  the holding
company  for  Community  First Bank  pursuant  to a  triangular  merger in which
Registrant's Common Stock was exchanged for all of the common stock of Community
First Bank. The common stock of Community  First Bank was  registered  under the
1934 Act with the Federal Deposit Insurance  Corporation.  Pursuant to 12 C.F.R.
Section  240.12g-3,  because  Registrant was successor to a 1934 Act registrant,
upon  effectiveness  of  the  share  exchange,   its  common  stock  was  deemed
automatically  registered  under the 1934 Act  without  further  filing with the
Commission of a 1934 Act registration statement. Consequently, no description of
the  Registrant's  securities  has  previously  been filed with the  Commission.
Accordingly, a description of the Registrant's common stock is set forth below:

         Authorized Capital.  The Registrant is authorized to issue
10,000,000 shares of common stock, no par value per share.

         Voting and Other Rights.  The holders of the Registrant's  Common Stock
are  entitled to one vote per share on each matter  voted on at a  stockholders'
meeting. A majority of the shares entitled to vote,  represented at a meeting in
person or by proxy,  constitutes a quorum, and, in general, most routine matters
will be  approved  if the votes  cast in favor of the  matter  exceed  the votes
against the matter.  Directors  are elected by a plurality  of the votes cast by
the shares  entitled  to vote in the  election at a meeting at which a quorum is
present. Each stockholder entitled to vote in such an election shall be entitled
to vote each share of Registrant  Common Stock owned by such  stockholder for as
many persons as there are  directors to be elected.  Pursuant to the Articles of
Incorporation  of the Registrant,  stockholders  do not have  cumulative  voting
rights.

         In general,  the  affirmative  vote of two-thirds  of the  Registrant's
Common  Stock  outstanding  and  entitled to vote is  required  to approve:  (i)
amendments to the Registrant's  Articles of Incorporation,  (ii) the dissolution
of  the  Registrant,  or  (iii)  a  merger,  exchange  or  consolidation  of the
Registrant with, or the sale,  exchange or lease of all or substantially  all of
the assets of the Registrant to, any person or entity.

         The stockholders of the Registrant shall have dissenters'  rights to an
appraisal with respect to their shares of Registrant Common Stock as provided by
the South Carolina Business  Corporation Act of 1988 (the "Business  Corporation
Act") in connection with certain types of merger or share exchange transactions.
Dissenters' rights generally are also available with respect to certain sales of
all  or  substantially  all of  the  property  of  the  Registrant  and  certain
amendments to the  Registrant's  Articles of  Incorporation  that materially and
adversely affect certain enumerated rights of a dissenter's shares.


                                       2
<PAGE>

         Directors and Classes of Directors.  Under the Registrant's Articles of
Incorporation  and Bylaws and  pursuant to the  Business  Corporation  Act,  the
number of  directors  shall  consist  of a minimum  of nine and a maximum  of 25
persons. The number within this range may be determined from time to time by the
Board of  Directors.  Accordingly,  the  directors  of the  Registrant  have the
authority  to increase or decrease the number of  directors,  which is currently
fixed at 12,  within this  maximum.  Only the  stockholders  of the  Registrant,
however,  have the right to  change  the  range  for the size of the  Board,  by
amendment to the Registrant's Articles of Incorporation.

     The Board of Directors of the  Registrant  is divided into three classes so
that each  director  serves  for a term  ending on the date of the third  annual
meeting following the annual meeting at which such director was elected.  In the
event of any increase in the authorized  number of directors,  the newly created
directorships  resulting from such increase shall be apportioned among the three
classes of directors so as to maintain such classes as nearly equal as possible.
The Articles of  Incorporation  of the Registrant  have  established the initial
classification  by dividing the directors into three classes,  with directors of
the first  class to hold  office for a term  expiring  at the annual  meeting of
stockholders  of the  Registrant in 1999,  directors of the second class to hold
office  for a term  expiring  at  the  annual  meeting  of  stockholders  of the
Registrant  in 2000,  and  directors of the third class to hold office until the
annual meeting of stockholders of the Registrant in 2001. At each annual meeting
thereafter,  successors to the directors  whose terms expire shall be elected to
hold office for terms expiring at the third succeeding  annual meeting following
their election.

         Because of the classification of directors, unless the stockholders act
under the Business  Corporation Act to remove directors from office,  two annual
meetings  generally  would be  required  to  elect a  majority  of the  Board of
Directors  and three,  rather than one,  would be required to replace the entire
board.

         The  Articles of  Incorporation  provide that a director may be removed
only for cause by the  affirmative  vote of at least 66 2/3% of the  outstanding
voting stock.

         Liquidation  Rights.  In the  event  of  liquidation,  the  holders  of
Registrant's  Common  Stock  would be  entitled  to receive  pro rata any assets
legally  available for distribution to stockholders  with respect to shares held
by them.

         Preemptive  and Other Rights.  The  Registrant's  Common Stock does not
have any preemptive rights,  redemption  privileges,  sinking fund privileges or
conversion rights. The shares of Registrant's Common Stock are nonassessable.

         Distributions. The Registrant may issue share dividends in Registrant's
Common Stock to the holders of shares of Registrant's Common Stock. In addition,
the holders of shares of  Registrant's  Common Stock will be entitled to receive
such  other  distributions  as the  Board of  Directors  of the  Registrant  may
declare,  subject to any restrictions  contained in the Registrant's Articles of
Incorporation (of which there currently are none), unless after giving effect to
such  distribution,  (i)  Registrant  would not be able to pay its debts as they
become due in the usual  course of business or (ii)  Registrant's  total  assets
would be less than the sum of  Registrant's  total  liabilities  plus the amount
that would be needed,  if  Registrant  were to be  dissolved  at the time of the
distribution,  to satisfy claims of stockholders  who have  preferential  rights
superior to the rights of holders of Registrant's Common Stock.

         Although the Registrant is not subject to the restrictions on dividends
applicable to state banks,  the ability of the Registrant to make  distributions
to holders of Registrant's  Common Stock is dependent to a large extent upon the
ability of Community First Bank to pay dividends. The ability of Community First
Bank, as well as of the  Registrant,  to pay dividends in the future may also be
affected by the various minimum capital requirements.

         Indemnification of Officers and Directors. The Registrant's Articles of
Incorporation  provide  that  the  Registrant  shall  advance  expenses  to  and
indemnify its current or former directors,  officers, agents or employees to the
full extent and in the manner permitted or required by the Business  Corporation
Act. Sections 33-8-500 through 33-8-580 of the Business  Corporation Act contain
provisions  prescribing  the extent to which directors and officers shall or may
be indemnified. Section 33-8-510 permits a corporation, with certain exceptions,

                                       3
<PAGE>

to indemnify a current or former director against  liability if (i) he conducted
himself in good faith,  (ii) he reasonably  believed (x) that his conduct in his
official  capacity  with the  corporation  was in its best  interest and (y) his
conduct in other capacities was at least not opposed to the  corporation's  best
interest, and (iii) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was  unlawful.  A  corporation  may not indemnify a
current or former director in connection with a proceeding by or in the right of
the  corporation  in which  he was  adjudged  liable  to the  corporation  or in
connection  with a proceeding  charging  improper  personal  benefit to him. The
above standard of conduct is determined by the Board of Directors or a committee
thereof or special  legal counsel or the  stockholders  as prescribed in Section
33-8-550.

         Sections  33-8-520 and 33-8-560  require a  corporation  to indemnify a
director or officer in the defense of any  proceeding to which such person was a
party because of his or her capacity as officer or director  against  reasonable
expenses when such person is wholly successful in his or her defense, unless the
Articles of Incorporation  provide  otherwise.  Upon application,  the court may
order  indemnification  of the  director  or officer if such  person is adjudged
fairly and  reasonably so entitled  under  Section  33-8-540.  Section  33-8-560
allows a corporation to indemnify and advance  expenses to an officer,  employee
or agent who is not a director to the same extent as a director or as  otherwise
set  forth in the  corporation's  Articles  of  Incorporation  or  Bylaws  or by
resolution of the Board of Directors or by contract.

Statutory Matters

         Business Combination Statute. The South Carolina business  combinations
statute  provides  that a 10% or  greater  stockholder  of a  resident  domestic
corporation  cannot  engage  in a  "business  combination"  (as  defined  in the
statute) with such  corporation  for a period of two years following the date on
which the 10% stockholder  became such,  unless the business  combination or the
acquisition of shares is approved by a majority of the disinterested  members of
such  corporation's  board  of  directors  before  the 10%  stockholder's  share
acquisition  date. This statute further provides that at no time (even after the
two-year  period  subsequent  to  such  share  acquisition  date)  may  the  10%
stockholder  engage in a  business  combination  with the  relevant  corporation
unless certain approvals of the board of directors or disinterested stockholders
are obtained or unless the consideration  given in the combination meets certain
minimum  standards set forth in the statute.  The law is very broad in its scope
and is  designed  to inhibit  unfriendly  acquisitions  but it does not apply to
corporations whose articles of incorporation contain a provision electing not to
be covered by the law. The Registrant's articles of incorporation do not contain
such a provision.  An amendment of the articles of  incorporation to that effect
would,  however,  permit a business  combination with an interested  stockholder
even though that status was obtained prior to the amendment.

         Control Share Acquisitions. South Carolina law also contains provisions
that, under certain circumstances, would preclude an acquiror of the shares of a
South  Carolina  corporation  who crosses one of three voting  thresholds  (20%,
331/3% or 50%) from obtaining voting rights with respect to such shares unless a
majority in interest of the disinterested  stockholders of the corporation votes
to accord voting power to such shares.

         The  legislation  provides  that,  if  authorized  by the  articles  of
incorporation or bylaws prior to the occurrence of a control share  acquisition,
the  corporation  may  redeem  the  control  shares  for their fair value if the
acquiring  person  has  not  complied  with  certain   procedural   requirements
(including the filing of an "acquiring  person  statement"  with the corporation
within 60 days after the control share acquisition) or if the control shares are
not accorded  full voting  rights by the  stockholders.  The  Registrant  is not
authorized by its articles or bylaws to redeem control  shares  pursuant to such
legislation.

         General.  Taken together,  the foregoing  provisions of the Articles of
Incorporation and South Carolina law favor maintenance of the status quo and may
make it more difficult to change current management,  and may impede a change of
control of the Registrant even if desired by a majority of its stockholders.


                                       4
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Under  the  Business  Corporation  Act,  a  corporation  has the  power  to
indemnify  directors  and  officers  who meet the  standards  of good  faith and
reasonable belief that conduct was lawful and in the corporate  interest (or not
opposed  thereto)  set  forth in the  Business  Corporation  Act.  The  Business
Corporation  Act also empowers a corporation to provide  insurance for directors
and officers  against  liability  arising out of their positions even though the
insurance  coverage is broader than the power of the  corporation  to indemnify.
Under  the  Business   Corporation  Act,  unless  limited  by  its  articles  of
incorporation,  a corporation must indemnify a director or officer who is 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  or  officer  against
reasonable  expenses  incurred by him in  connection  with the  proceeding.  The
Registrant's Articles of Incorporation do not provide otherwise.  The provisions
of the Business  Corporation Act which deal with indemnification are codified at
Sections  33-8-500  through  -580 of the  Code of Laws of South  Carolina  1976,
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4      Community First Bancorporation 1989 Incentive Stock Option Plan
                 (incorporated by reference to Exhibit 10.1 to Registrant's Form
                 10-KSB for the year ended December 31, 1997.

          5      Opinion of Sinkler & Boyd, P.A.

         23.1    Consent of Donald G. Jones and Company, P.A.

         23.2    Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).

         24      Power of Attorney

Item 9.  Undertakings.

         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 the 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 the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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;

                                       5
<PAGE>

         Provided,   however,   that  paragraphs  (1)(i)  and  (1)(ii)  of  this
undertaking  do not apply if the  registration  statement is on Form S-3, 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 with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the 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 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.

         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 the
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.

         (4)  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.


                                       6
<PAGE>


                                   SIGNATURES

The Registrant

     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  Walhalla,  State of South  Carolina  on October 21,
1998.

                               Community First Bancorporation

                                    s/Frederick D. Shepherd, Jr.
                               By:----------------------------------------------
                                    Frederick D. Shepherd, Jr.
                                    Chief Executive Officer and Principal
                                        Accounting Officer


                                        7

<PAGE>



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on October 21, 1998.


--------------------------                        
Larry S. Bowman, M.D.                             Director

*s/William M. Brown
--------------------------
William M. Brown                                  Director

*s/Robert H. Edwards
--------------------------
Robert H. Edwards                                 Director

*s/Blake L. Griffith
--------------------------                          
Blake L. Griffith                                 Director

*s/John R. Hamrick
--------------------------
John R. Hamrick                                   Director

*s/R. Theo Harris, Sr.
--------------------------
R. Theo Harris, Sr.                               Director

*s/James E. McCoy
--------------------------
James E. McCoy                                    Director

s/Frederick D. Shepherd, Jr.
--------------------------
Frederick D. Shepherd, Jr.                        Chief Executive Officer,
                                                  Principal Financial Officer
                                                  and Director

--------------------------
Gary V. Thrift                                    Director
                          
--------------------------
James E. Turner                                   Director
                          
--------------------------
Charles L. Winchester                             Director

*By Frederick D. Shepherd, Jr.
    Attorney-in-Fact
                                        8

<PAGE>



                                  EXHIBIT INDEX

EXHIBIT                                                                    

4        Community  First Bancorporation 1989 Incentive Stock Option
         Plan  (incorporated  by  reference  to Exhibit 10.1 to
         Registrant's  Form 10-QSB for the year ended December 31, 1997

5        Opinion of Sinkler & Boyd, P.A.

23.1     Consent of Donald G. Jones and Company, P.A.

23.2     Consent of Sinkler & Boyd, P.A.
           (included in Exhibit 5)

24       Power of Attorney




                                        9
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Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         COMMUNITY FIRST BANCORPORATION
             (Exact name of registrant as specified in its charter)

          South Carolina                                         58-2322486
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

            3685 Blue Ridge Boulevard, Walhalla, South Carolina 29691
              (Address of principal executive offices and zip code)

                         COMMUNITY FIRST BANCORPORATION
                        1989 Incentive Stock Option Plan
                              (Full title of Plan)

       Frederick D. Shepherd, Jr.                 Copies to:
       Community First Bancorporation             George S. King, Jr., Esquire
              President and                       Suzanne Hulst Clawson, Esquire
       Principal Financial Officer                Sinkler & Boyd, P.A.
      3685 Blue Ridge Boulevard                   1426 Main Street, Suite 1200
    Walhalla, South Carolina 29691                Columbia, South Carolina 29201
(Name and address of agent for service)
                                                         (803) 779-3080
             (864) 638-2105
      (Telephone number, including
    area code, of agent for service)
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered          registered(1)            price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock,
     no par value              191,718 shares             $7.35                   $1,409,127.30               $415.69
--------------------------------------------------------------------------------------------------------------------------------
(1) This  registration  statement  also  covers  such  indeterminable  number of
    additional shares as may become issuable to prevent dilution in the event of
    stock splits, stock dividends or similar transactions  pursuant to the terms
    of the Plan.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant  to Rule  457(h)  under the  Securities  Act of 1933,  based on the
    book value of the shares as of August 31, 1998.

                                                         Exhibit Index on page 6
PART I

Information Required in the Section 10(a) Prospectus

The documents containing the information specified in Part I of Form S-8 will be
sent or given to  employees  of the  Registrant  chosen  to  participate  in the
Community First  Bancorporation  1989 Incentive Stock Option Plan as required by
Rule 428(b)(1) promulgated under the Securities Act of 1933.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

     The  Registrant  hereby  incorporates  by  reference  herein the  following
documents:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 1997 (File No. 000-29640).

     (b)  The  Registrant's  Quarterly  Reports on Form 10-QSB for the  quarters
          ended March 31, 1998 and June 30, 1998.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934 (the "1934
Act"), prior to the filing of a post-effective amendment that indicates that all
securities  offered  have been sold or which  deregisters  all  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.

Item 4.  Description of Securities

     The  Registrant  was  organized  for the  purpose of  becoming  the holding
company  for  Community  First Bank  pursuant  to a  triangular  merger in which
Registrant's Common Stock was exchanged for all of the common stock of Community
First Bank. The common stock of Community  First Bank was  registered  under the
1934 Act with the Federal Deposit Insurance  Corporation.  Pursuant to 12 C.F.R.
Section  240.12g-3,  because  Registrant was successor to a 1934 Act registrant,
upon  effectiveness  of  the  share  exchange,   its  common  stock  was  deemed
automatically  registered  under the 1934 Act  without  further  filing with the
Commission of a 1934 Act registration statement. Consequently, no description of
the  Registrant's  securities  has  previously  been filed with the  Commission.
Accordingly, a description of the Registrant's common stock is set forth below:

         Authorized Capital.  The Registrant is authorized to issue
10,000,000 shares of common stock, no par value per share.

         Voting and Other Rights.  The holders of the Registrant's  Common Stock
are  entitled to one vote per share on each matter  voted on at a  stockholders'
meeting. A majority of the shares entitled to vote,  represented at a meeting in
person or by proxy,  constitutes a quorum, and, in general, most routine matters
will be  approved  if the votes  cast in favor of the  matter  exceed  the votes
against the matter.  Directors  are elected by a plurality  of the votes cast by
the shares  entitled  to vote in the  election at a meeting at which a quorum is
present. Each stockholder entitled to vote in such an election shall be entitled
to vote each share of Registrant  Common Stock owned by such  stockholder for as
many persons as there are  directors to be elected.  Pursuant to the Articles of
Incorporation  of the Registrant,  stockholders  do not have  cumulative  voting
rights.

         In general,  the  affirmative  vote of two-thirds  of the  Registrant's
Common  Stock  outstanding  and  entitled to vote is  required  to approve:  (i)
amendments to the Registrant's  Articles of Incorporation,  (ii) the dissolution
of  the  Registrant,  or  (iii)  a  merger,  exchange  or  consolidation  of the
Registrant with, or the sale,  exchange or lease of all or substantially  all of
the assets of the Registrant to, any person or entity.

         The stockholders of the Registrant shall have dissenters'  rights to an
appraisal with respect to their shares of Registrant Common Stock as provided by
the South Carolina Business  Corporation Act of 1988 (the "Business  Corporation
Act") in connection with certain types of merger or share exchange transactions.
Dissenters' rights generally are also available with respect to certain sales of
all  or  substantially  all of  the  property  of  the  Registrant  and  certain
amendments to the  Registrant's  Articles of  Incorporation  that materially and
adversely affect certain enumerated rights of a dissenter's shares.

                                       2
Directors and Classes of Directors.  Under the Registrant's Articles of
Incorporation  and Bylaws and  pursuant to the  Business  Corporation  Act,  the
number of  directors  shall  consist  of a minimum  of nine and a maximum  of 25
persons. The number within this range may be determined from time to time by the
Board of  Directors.  Accordingly,  the  directors  of the  Registrant  have the
authority  to increase or decrease the number of  directors,  which is currently
fixed at 12,  within this  maximum.  Only the  stockholders  of the  Registrant,
however,  have the right to  change  the  range  for the size of the  Board,  by
amendment to the Registrant's Articles of Incorporation.

     The Board of Directors of the  Registrant  is divided into three classes so
that each  director  serves  for a term  ending on the date of the third  annual
meeting following the annual meeting at which such director was elected.  In the
event of any increase in the authorized  number of directors,  the newly created
directorships  resulting from such increase shall be apportioned among the three
classes of directors so as to maintain such classes as nearly equal as possible.
The Articles of  Incorporation  of the Registrant  have  established the initial
classification  by dividing the directors into three classes,  with directors of
the first  class to hold  office for a term  expiring  at the annual  meeting of
stockholders  of the  Registrant in 1999,  directors of the second class to hold
office  for a term  expiring  at  the  annual  meeting  of  stockholders  of the
Registrant  in 2000,  and  directors of the third class to hold office until the
annual meeting of stockholders of the Registrant in 2001. At each annual meeting
thereafter,  successors to the directors  whose terms expire shall be elected to
hold office for terms expiring at the third succeeding  annual meeting following
their election.

         Because of the classification of directors, unless the stockholders act
under the Business  Corporation Act to remove directors from office,  two annual
meetings  generally  would be  required  to  elect a  majority  of the  Board of
Directors  and three,  rather than one,  would be required to replace the entire
board.

         The  Articles of  Incorporation  provide that a director may be removed
only for cause by the  affirmative  vote of at least 66 2/3% of the  outstanding
voting stock.

         Liquidation  Rights.  In the  event  of  liquidation,  the  holders  of
Registrant's  Common  Stock  would be  entitled  to receive  pro rata any assets
legally  available for distribution to stockholders  with respect to shares held
by them.

         Preemptive  and Other Rights.  The  Registrant's  Common Stock does not
have any preemptive rights,  redemption  privileges,  sinking fund privileges or
conversion rights. The shares of Registrant's Common Stock are nonassessable.

         Distributions. The Registrant may issue share dividends in Registrant's
Common Stock to the holders of shares of Registrant's Common Stock. In addition,
the holders of shares of  Registrant's  Common Stock will be entitled to receive
such  other  distributions  as the  Board of  Directors  of the  Registrant  may
declare,  subject to any restrictions  contained in the Registrant's Articles of
Incorporation (of which there currently are none), unless after giving effect to
such  distribution,  (i)  Registrant  would not be able to pay its debts as they
become due in the usual  course of business or (ii)  Registrant's  total  assets
would be less than the sum of  Registrant's  total  liabilities  plus the amount
that would be needed,  if  Registrant  were to be  dissolved  at the time of the
distribution,  to satisfy claims of stockholders  who have  preferential  rights
superior to the rights of holders of Registrant's Common Stock.

         Although the Registrant is not subject to the restrictions on dividends
applicable to state banks,  the ability of the Registrant to make  distributions
to holders of Registrant's  Common Stock is dependent to a large extent upon the
ability of Community First Bank to pay dividends. The ability of Community First
Bank, as well as of the  Registrant,  to pay dividends in the future may also be
affected by the various minimum capital requirements.

         Indemnification of Officers and Directors. The Registrant's Articles of
Incorporation  provide  that  the  Registrant  shall  advance  expenses  to  and
indemnify its current or former directors,  officers, agents or employees to the
full extent and in the manner permitted or required by the Business  Corporation
Act. Sections 33-8-500 through 33-8-580 of the Business  Corporation Act contain
provisions  prescribing  the extent to which directors and officers shall or may
be indemnified. Section 33-8-510 permits a corporation, with certain exceptions,

                                       3
to indemnify a current or former director against  liability if (i) he conducted
himself in good faith,  (ii) he reasonably  believed (x) that his conduct in his
official  capacity  with the  corporation  was in its best  interest and (y) his
conduct in other capacities was at least not opposed to the  corporation's  best
interest, and (iii) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was  unlawful.  A  corporation  may not indemnify a
current or former director in connection with a proceeding by or in the right of
the  corporation  in which  he was  adjudged  liable  to the  corporation  or in
connection  with a proceeding  charging  improper  personal  benefit to him. The
above standard of conduct is determined by the Board of Directors or a committee
thereof or special  legal counsel or the  stockholders  as prescribed in Section
33-8-550.

         Sections  33-8-520 and 33-8-560  require a  corporation  to indemnify a
director or officer in the defense of any  proceeding to which such person was a
party because of his or her capacity as officer or director  against  reasonable
expenses when such person is wholly successful in his or her defense, unless the
Articles of Incorporation  provide  otherwise.  Upon application,  the court may
order  indemnification  of the  director  or officer if such  person is adjudged
fairly and  reasonably so entitled  under  Section  33-8-540.  Section  33-8-560
allows a corporation to indemnify and advance  expenses to an officer,  employee
or agent who is not a director to the same extent as a director or as  otherwise
set  forth in the  corporation's  Articles  of  Incorporation  or  Bylaws  or by
resolution of the Board of Directors or by contract.

Statutory Matters

         Business Combination Statute. The South Carolina business  combinations
statute  provides  that a 10% or  greater  stockholder  of a  resident  domestic
corporation  cannot  engage  in a  "business  combination"  (as  defined  in the
statute) with such  corporation  for a period of two years following the date on
which the 10% stockholder  became such,  unless the business  combination or the
acquisition of shares is approved by a majority of the disinterested  members of
such  corporation's  board  of  directors  before  the 10%  stockholder's  share
acquisition  date. This statute further provides that at no time (even after the
two-year  period  subsequent  to  such  share  acquisition  date)  may  the  10%
stockholder  engage in a  business  combination  with the  relevant  corporation
unless certain approvals of the board of directors or disinterested stockholders
are obtained or unless the consideration  given in the combination meets certain
minimum  standards set forth in the statute.  The law is very broad in its scope
and is  designed  to inhibit  unfriendly  acquisitions  but it does not apply to
corporations whose articles of incorporation contain a provision electing not to
be covered by the law. The Registrant's articles of incorporation do not contain
such a provision.  An amendment of the articles of  incorporation to that effect
would,  however,  permit a business  combination with an interested  stockholder
even though that status was obtained prior to the amendment.

         Control Share Acquisitions. South Carolina law also contains provisions
that, under certain circumstances, would preclude an acquiror of the shares of a
South  Carolina  corporation  who crosses one of three voting  thresholds  (20%,
331/3% or 50%) from obtaining voting rights with respect to such shares unless a
majority in interest of the disinterested  stockholders of the corporation votes
to accord voting power to such shares.

         The  legislation  provides  that,  if  authorized  by the  articles  of
incorporation or bylaws prior to the occurrence of a control share  acquisition,
the  corporation  may  redeem  the  control  shares  for their fair value if the
acquiring  person  has  not  complied  with  certain   procedural   requirements
(including the filing of an "acquiring  person  statement"  with the corporation
within 60 days after the control share acquisition) or if the control shares are
not accorded  full voting  rights by the  stockholders.  The  Registrant  is not
authorized by its articles or bylaws to redeem control  shares  pursuant to such
legislation.

         General.  Taken together,  the foregoing  provisions of the Articles of
Incorporation and South Carolina law favor maintenance of the status quo and may
make it more difficult to change current management,  and may impede a change of
control of the Registrant even if desired by a majority of its stockholders.

                                       4
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Under  the  Business  Corporation  Act,  a  corporation  has the  power  to
indemnify  directors  and  officers  who meet the  standards  of good  faith and
reasonable belief that conduct was lawful and in the corporate  interest (or not
opposed  thereto)  set  forth in the  Business  Corporation  Act.  The  Business
Corporation  Act also empowers a corporation to provide  insurance for directors
and officers  against  liability  arising out of their positions even though the
insurance  coverage is broader than the power of the  corporation  to indemnify.
Under  the  Business   Corporation  Act,  unless  limited  by  its  articles  of
incorporation,  a corporation must indemnify a director or officer who is 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  or  officer  against
reasonable  expenses  incurred by him in  connection  with the  proceeding.  The
Registrant's Articles of Incorporation do not provide otherwise.  The provisions
of the Business  Corporation Act which deal with indemnification are codified at
Sections  33-8-500  through  -580 of the  Code of Laws of South  Carolina  1976,
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4      Community First Bancorporation 1989 Incentive Stock Option Plan
                 (incorporated by reference to Exhibit 10.1 to Registrant's Form
                 10-KSB for the year ended December 31, 1997.

          5      Opinion of Sinkler & Boyd, P.A.

         23.1    Consent of Donald G. Jones and Company, P.A.

         23.2    Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).

         24      Power of Attorney

Item 9.  Undertakings.

         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 the 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 the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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;

                                       5
Provided,   however,   that  paragraphs  (1)(i)  and  (1)(ii)  of  this
undertaking  do not apply if the  registration  statement is on Form S-3, 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 with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the 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 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.

         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 the
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.

         (4)  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.

                                       6
SIGNATURES

The Registrant

     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  Walhalla,  State of South  Carolina  on October 21,
1998.

                               Community First Bancorporation

                                    s/Frederick D. Shepherd, Jr.
                               By:----------------------------------------------
                                    Frederick D. Shepherd, Jr.
                                    Chief Executive Officer and Principal
                                        Accounting Officer

                                        7
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on October 21, 1998.

--------------------------                        
Larry S. Bowman, M.D.                             Director

*s/William M. Brown
--------------------------
William M. Brown                                  Director

*s/Robert H. Edwards
--------------------------
Robert H. Edwards                                 Director

*s/Blake L. Griffith
--------------------------                          
Blake L. Griffith                                 Director

*s/John R. Hamrick
--------------------------
John R. Hamrick                                   Director

*s/R. Theo Harris, Sr.
--------------------------
R. Theo Harris, Sr.                               Director

*s/James E. McCoy
--------------------------
James E. McCoy                                    Director

s/Frederick D. Shepherd, Jr.
--------------------------
Frederick D. Shepherd, Jr.                        Chief Executive Officer,
                                                  Principal Financial Officer
                                                  and Director

--------------------------
Gary V. Thrift                                    Director
                          
--------------------------
James E. Turner                                   Director
                          
--------------------------
Charles L. Winchester                             Director

*By Frederick D. Shepherd, Jr.
    Attorney-in-Fact
                                        8
EXHIBIT INDEX

EXHIBIT                                                                    

4        Community  First Bancorporation 1989 Incentive Stock Option
         Plan  (incorporated  by  reference  to Exhibit 10.1 to
         Registrant's  Form 10-QSB for the year ended December 31, 1997

5        Opinion of Sinkler & Boyd, P.A.

23.1     Consent of Donald G. Jones and Company, P.A.

23.2     Consent of Sinkler & Boyd, P.A.
           (included in Exhibit 5)

24       Power of Attorney

                                        9