Registration No.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          PEOPLES BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)


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

               1818 East Main Street, Easley, South Carolina 29640
              (Address of principal executive offices and zip code)

                          PEOPLES BANCORPORATION, INC.
                  2007 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the Plan)

            William B. West                       Copies to:
      Peoples Bancorporation, Inc.               George S. King, Jr., Esquire
        Executive Vice President                 Suzanne Hulst Clawson, Esquire
         1818 East Main Street                   Haynsworth Sinkler Boyd, P.A.
      Easley, South Carolina 29640               1201 Main Street, Suite 2200
(Name and address of agent for service)          Columbia, South Carolina 29201

                                                       (803) 779-3080
          (864) 859-2265
   (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
    ----------------          -------------         ------------------           --------            ----------------
<C>                           <C>                        <C>                   <C>                        <C>
Common Stock,
$1.11 par value               84,491 shares              $10.675               $901,941.43                $27.69
</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(c) and Rule  457(h)(1)  under the  Securities  Act of 1933,
based on the  average  of the bid and asked  prices of the  shares  reported  on
August 10, 2007, which was $10.675.

                                                         Exhibit Index on page 6

<PAGE>

                                  INTRODUCTION

         This  Registration  Statement  on Form S-8 relates to  registration  of
84,491 shares of Peoples  Bancorporation,  Inc. common stock, which are reserved
for issuance  pursuant to the  Registrant's  2007  Non-Employee  Directors Stock
Option Plan.

                                     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   directors   who   participate   in  the  Peoples
Bancorporation,  Inc. 2007 Non-Employee  Directors Stock Option Plan as required
by Rule 428(b)(1)  promulgated under the Securities Act of 1933 (the "Securities
Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.      Incorporation of Documents by Reference.

        The Registrant  hereby  incorporates by reference into this Registration
 Statement the following documents filed with the Commission:

       (a)    The  Registrant's  Annual  Report on Form 10-K for the year  ended
              December 31, 2006 (File No. 000-20616).

       (b)    All other  reports  filed by the  Registrant  pursuant  to Section
              13(a) or 15(d) of the  Securities  Exchange  Act of 1934 since the
              end of the fiscal  year  covered by the  Registrant's  most recent
              Annual Report on Form 10-K.

       (c)    The description of the Registrant's  common stock contained in the
              Registrant's Form 8-A, File No.  000-20616,  filed April 28, 1998,
              as amended in Registrant's  Form 8-K filed September 20, 2004, and
              any  subsequent  amendment  or  report  filed for the  purpose  of
              updating such description.

       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, 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.  Any  statement
contained in a document incorporated by reference,  or deemed to be incorporated
by  reference,  herein  shall be deemed to be  modified  or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
in this  Registration  Statement or any other  subsequently  filed document that
also is incorporated by reference, or is deemed to be incorporated by reference,
herein  modifies or  supersedes  such  statement.  Any  statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this  Registration  Statement.  The Company's  Exchange Act
file number with the Commission is 000-20616.

 Item 4.      Description of Securities

              Not applicable.

 Item 5.      Interests of Named Experts and Counsel.

              Not applicable.

 Item 6.      Indemnification of Directors and Officers.

        Article Twelve of the Registrant's  Articles of  Incorporation  provides
that the  Registrant  shall  indemnify  any person who (i) is or was a director,


                                       2
<PAGE>

officer, employee, or agent of the Registrant or (ii) while a director, officer,
employee,  or agent of the  Registrant,  is or was serving at the request of the
Registrant  as a director,  officer,  partner,  venturer,  proprietor,  trustee,
employee,   agent,  or  similar  functionary  of  another  foreign  or  domestic
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or other enterprise,  to the fullest extent that a corporation may
or is required to grant  indemnification  to a director under the South Carolina
Business  Corporation Act of 1988 (the  "Corporation  Act").  The Registrant may
indemnify any person to such further extent as permitted by law.

       Article Thirteen of the Registrant's  Articles of Incorporation  provides
that no director of the Registrant shall be personally  liable to the Registrant
or its  shareholders  for  monetary  damages for breach of  fiduciary  duty as a
director;  provided,  however,  that to the extent  required by applicable  law,
Article  Thirteen  shall not  eliminate or limit the liability of a director (i)
for the  breach of the  director's  duty of  loyalty  to the  Registrant  or its
shareholders,  (ii) for acts or  omissions  not in good  faith or which  involve
gross  negligence,  intentional  misconduct or a knowing violation of law, (iii)
imposed  under  Section  33-8-330  of the  Corporation  Act,  or  (iv)  for  any
transaction  from which the  director  derives  an  improper  personal  benefit.
Article  Thirteen  further  provides  that,  if  applicable  law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  liability  of
directors,  then the  liability  of each  director  of the  Registrant  shall be
eliminated  or limited to the fullest  extent  permitted by  applicable  law, as
amended.  Neither the amendment or repeal of Article Thirteen,  nor the adoption
of any  provision of the  Articles of  Incorporation  inconsistent  with Article
Thirteen shall eliminate or reduce the effect of Article  Thirteen in respect of
any acts or omissions  occurring prior to such amendment,  repeal or adoption of
an inconsistent provision.

       Under the  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  Corporation  Act. The 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  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 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        Peoples  Bancorporation,  Inc. 2007 Non-Employee  Directors Stock
              Option   Plan,   as  amended   (incorporated   by   reference  to
              Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
              period ended June 30, 2007).

     5        Opinion of Haynsworth Sinkler Boyd, P.A.

     23.1     Consent of Elliott Davis, LLC.

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

     24       Power of Attorney (included on signature page)

 Item 9.      Undertakings.

         The undersigned Registrant hereby undertakes:

                                       3
<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  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;

       Provided,   however,   that  paragraphs  (1)(i)  and  (1)  (ii)  of  this
       undertaking  do not apply to this  Registration  Statement on Form S-8 to
       the  extent   that  the   information   required  to  be  included  in  a
       post-effective  amendment  by those  paragraphs  is  contained in 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.

        (4) That,  for the purpose of  determining  liability of the  Registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities, the undersigned Registrant undertakes that in a primary offering
of  securities  of the  undersigned  Registrant  pursuant  to this  Registration
Statement,  regardless of the underwriting method used to sell the securities to
the purchaser,  if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned  Registrant will be a
seller to the purchaser and will be considered to offer or sell such  securities
to such purchaser.

       (i)  Any   preliminary   prospectus  or  prospectus  of  the  undersigned
       Registrant relating to the offering required to be filed pursuant to Rule
       424;

       (ii) Any free writing prospectus  relating to the offering prepared by or
       on behalf of the  undersigned  Registrant  or used or  referred to by the
       undersigned Registrant;

       (iii) The portion of any other free  writing  prospectus  relating to the
       offering containing material information about the undersigned Registrant
       or its securities provided by or on behalf of the undersigned Registrant;
       and

       (iv) Any other communication that is an offer in the offering made by the
       undersigned Registrant to the purchaser.

        (5) 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


                                       4
<PAGE>

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.

         (6)  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.

                                   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 Easley, State of South Carolina on July 19, 2007.

                              PEOPLES BANCORPORATION, INC.


                              By: s/R. Riggie Ridgeway
                                  ------------------------------------------
                              R. Riggie Ridgeway
                              President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
indicated on July 19, 2007.


                              By: s/Robert E. Dye, Jr.
                                  ------------------------------------------
                              Robert E. Dye, Jr.
                              Senior Vice President and Chief Financial Officer
                               (Principal Accounting and Financial Officer)




                                       5
<PAGE>


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  William B. West and Robert E. Dye, Jr.,
jointly and severally,  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 this Registration
Statement and any and all amendments to this Registration Statement, and to file
the same,  with all exhibits  thereto,  and other  documentation  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents 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 to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each of said  attorneys-in-fact
and agents,  or his  substitute  or  substitutes,  may do or cause to be done by
virtue hereof.

         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 July 19, 2007.

                                           Director
-----------------------------------
Paul C. Aughtry, III

                                           Director
-----------------------------------
Charles E. Dalton

s/Robert E. Dye, Jr.                       Senior Vice President, Secretary and
-----------------------------------        Director
Robert E. Dye, Jr.

s/W. Rutledge Galloway                     Director
-----------------------------------
W. Rutledge Galloway

s/R. David Land                            Director
-----------------------------------
R. David Land

                                           Director
-----------------------------------
E. Smyth McKissick, III

s/Eugene W. Merritt, Jr.                   Director
-----------------------------------
Eugene W. Merritt, Jr.

s/George B. Nalley, Jr.                    Chairman and Director
-----------------------------------
George B. Nalley, Jr.

s/G. Weston Nalley                         Director
-----------------------------------
G. Weston Nalley

s/Timothy J. Reed                          Director
-----------------------------------
Timothy J. Reed

s/Larry D. Reeves                          Director
-----------------------------------
 Larry D. Reeves

s/R. Riggie Ridgeway                       President, Chief Executive Officer,
-----------------------------------        and Director
R. Riggie Ridgeway

s/William R. Rowan, III                    Director
-----------------------------------
William R. Rowan, III

                                       6
<PAGE>


s/D. Gray Suggs                            Director
-----------------------------------
D. Gray Suggs

s/A. J. Thompson, Jr., M.D.                Director
-----------------------------------
A. J. Thompson, Jr., M. D.

s/William B. West                          Executive Vice President and Director
-----------------------------------
William B. West










                                       7
<PAGE>


                                  EXHIBIT INDEX

Exhibit No.   Description

     4        Peoples  Bancorporation,  Inc. 2007  Non-Employee  Directors Stock
              Option Plan, as amended (incorporated by reference to Registrant's
              Quarterly  Report on Form 10-Q for the quarterly period ended June
              30, 2007.)

     5        Opinion of Haynsworth Sinkler Boyd, P.A.

     23.1     Consent of Elliott Davis, LLC.

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

     24       Power of Attorney (included on signature page)



                                       8
[{"type": "S-8", "sequence": "1", "filename": "peoples2007s-8.txt", "secsgml_size_bytes": 22128}]
{"company-data": {"conformed-name": "PEOPLES BANCORPORATION INC /SC/", "cik": "0000885542", "assigned-sic": "6021", "irs-number": "570951843", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-145470", "film-number": "071059199"}, "business-address": {"street1": "1800 E MAIN STREET", "street2": "P O BOX 1989", "city": "EASLEY", "state": "SC", "zip": "29640", "phone": "8038592265"}, "mail-address": {"street1": "1800 E MAIN ST", "street2": "P O BOX 1989", "city": "EASLEY", "state": "SC", "zip": "29642"}}
Registration No.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          PEOPLES BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)

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

               1818 East Main Street, Easley, South Carolina 29640
              (Address of principal executive offices and zip code)

                          PEOPLES BANCORPORATION, INC.
                  2007 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the Plan)

            William B. West                       Copies to:
      Peoples Bancorporation, Inc.               George S. King, Jr., Esquire
        Executive Vice President                 Suzanne Hulst Clawson, Esquire
         1818 East Main Street                   Haynsworth Sinkler Boyd, P.A.
      Easley, South Carolina 29640               1201 Main Street, Suite 2200
(Name and address of agent for service)          Columbia, South Carolina 29201

                                                       (803) 779-3080
          (864) 859-2265
   (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,
$1.11 par value               84,491 shares              $10.675               $901,941.43                $27.69
(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(c) and Rule  457(h)(1)  under the  Securities  Act of 1933,
based on the  average  of the bid and asked  prices of the  shares  reported  on
August 10, 2007, which was $10.675.

                                                         Exhibit Index on page 6
INTRODUCTION

         This  Registration  Statement  on Form S-8 relates to  registration  of
84,491 shares of Peoples  Bancorporation,  Inc. common stock, which are reserved
for issuance  pursuant to the  Registrant's  2007  Non-Employee  Directors Stock
Option Plan.

                                     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   directors   who   participate   in  the  Peoples
Bancorporation,  Inc. 2007 Non-Employee  Directors Stock Option Plan as required
by Rule 428(b)(1)  promulgated under the Securities Act of 1933 (the "Securities
Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.      Incorporation of Documents by Reference.

        The Registrant  hereby  incorporates by reference into this Registration
 Statement the following documents filed with the Commission:

       (a)    The  Registrant's  Annual  Report on Form 10-K for the year  ended
              December 31, 2006 (File No. 000-20616).

       (b)    All other  reports  filed by the  Registrant  pursuant  to Section
              13(a) or 15(d) of the  Securities  Exchange  Act of 1934 since the
              end of the fiscal  year  covered by the  Registrant's  most recent
              Annual Report on Form 10-K.

       (c)    The description of the Registrant's  common stock contained in the
              Registrant's Form 8-A, File No.  000-20616,  filed April 28, 1998,
              as amended in Registrant's  Form 8-K filed September 20, 2004, and
              any  subsequent  amendment  or  report  filed for the  purpose  of
              updating such description.

       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, 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.  Any  statement
contained in a document incorporated by reference,  or deemed to be incorporated
by  reference,  herein  shall be deemed to be  modified  or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
in this  Registration  Statement or any other  subsequently  filed document that
also is incorporated by reference, or is deemed to be incorporated by reference,
herein  modifies or  supersedes  such  statement.  Any  statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this  Registration  Statement.  The Company's  Exchange Act
file number with the Commission is 000-20616.

 Item 4.      Description of Securities

              Not applicable.

 Item 5.      Interests of Named Experts and Counsel.

              Not applicable.

 Item 6.      Indemnification of Directors and Officers.

        Article Twelve of the Registrant's  Articles of  Incorporation  provides
that the  Registrant  shall  indemnify  any person who (i) is or was a director,

                                       2
officer, employee, or agent of the Registrant or (ii) while a director, officer,
employee,  or agent of the  Registrant,  is or was serving at the request of the
Registrant  as a director,  officer,  partner,  venturer,  proprietor,  trustee,
employee,   agent,  or  similar  functionary  of  another  foreign  or  domestic
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or other enterprise,  to the fullest extent that a corporation may
or is required to grant  indemnification  to a director under the South Carolina
Business  Corporation Act of 1988 (the  "Corporation  Act").  The Registrant may
indemnify any person to such further extent as permitted by law.

       Article Thirteen of the Registrant's  Articles of Incorporation  provides
that no director of the Registrant shall be personally  liable to the Registrant
or its  shareholders  for  monetary  damages for breach of  fiduciary  duty as a
director;  provided,  however,  that to the extent  required by applicable  law,
Article  Thirteen  shall not  eliminate or limit the liability of a director (i)
for the  breach of the  director's  duty of  loyalty  to the  Registrant  or its
shareholders,  (ii) for acts or  omissions  not in good  faith or which  involve
gross  negligence,  intentional  misconduct or a knowing violation of law, (iii)
imposed  under  Section  33-8-330  of the  Corporation  Act,  or  (iv)  for  any
transaction  from which the  director  derives  an  improper  personal  benefit.
Article  Thirteen  further  provides  that,  if  applicable  law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  liability  of
directors,  then the  liability  of each  director  of the  Registrant  shall be
eliminated  or limited to the fullest  extent  permitted by  applicable  law, as
amended.  Neither the amendment or repeal of Article Thirteen,  nor the adoption
of any  provision of the  Articles of  Incorporation  inconsistent  with Article
Thirteen shall eliminate or reduce the effect of Article  Thirteen in respect of
any acts or omissions  occurring prior to such amendment,  repeal or adoption of
an inconsistent provision.

       Under the  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  Corporation  Act. The 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  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 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        Peoples  Bancorporation,  Inc. 2007 Non-Employee  Directors Stock
              Option   Plan,   as  amended   (incorporated   by   reference  to
              Registrant's  Quarterly  Report  on Form  10-Q for the  quarterly
              period ended June 30, 2007).

     5        Opinion of Haynsworth Sinkler Boyd, P.A.

     23.1     Consent of Elliott Davis, LLC.

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

     24       Power of Attorney (included on signature page)

 Item 9.      Undertakings.

         The undersigned Registrant hereby undertakes:

                                       3
(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;

       Provided,   however,   that  paragraphs  (1)(i)  and  (1)  (ii)  of  this
       undertaking  do not apply to this  Registration  Statement on Form S-8 to
       the  extent   that  the   information   required  to  be  included  in  a
       post-effective  amendment  by those  paragraphs  is  contained in 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.

        (4) That,  for the purpose of  determining  liability of the  Registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities, the undersigned Registrant undertakes that in a primary offering
of  securities  of the  undersigned  Registrant  pursuant  to this  Registration
Statement,  regardless of the underwriting method used to sell the securities to
the purchaser,  if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned  Registrant will be a
seller to the purchaser and will be considered to offer or sell such  securities
to such purchaser.

       (i)  Any   preliminary   prospectus  or  prospectus  of  the  undersigned
       Registrant relating to the offering required to be filed pursuant to Rule
       424;

       (ii) Any free writing prospectus  relating to the offering prepared by or
       on behalf of the  undersigned  Registrant  or used or  referred to by the
       undersigned Registrant;

       (iii) The portion of any other free  writing  prospectus  relating to the
       offering containing material information about the undersigned Registrant
       or its securities provided by or on behalf of the undersigned Registrant;
       and

       (iv) Any other communication that is an offer in the offering made by the
       undersigned Registrant to the purchaser.

        (5) 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

                                       4
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.

         (6)  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.

                                   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 Easley, State of South Carolina on July 19, 2007.

                              PEOPLES BANCORPORATION, INC.

                              By: s/R. Riggie Ridgeway
                                  ------------------------------------------
                              R. Riggie Ridgeway
                              President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
indicated on July 19, 2007.

                              By: s/Robert E. Dye, Jr.
                                  ------------------------------------------
                              Robert E. Dye, Jr.
                              Senior Vice President and Chief Financial Officer
                               (Principal Accounting and Financial Officer)

                                       5
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  William B. West and Robert E. Dye, Jr.,
jointly and severally,  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 this Registration
Statement and any and all amendments to this Registration Statement, and to file
the same,  with all exhibits  thereto,  and other  documentation  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents 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 to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each of said  attorneys-in-fact
and agents,  or his  substitute  or  substitutes,  may do or cause to be done by
virtue hereof.

         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 July 19, 2007.

                                           Director
-----------------------------------
Paul C. Aughtry, III

                                           Director
-----------------------------------
Charles E. Dalton

s/Robert E. Dye, Jr.                       Senior Vice President, Secretary and
-----------------------------------        Director
Robert E. Dye, Jr.

s/W. Rutledge Galloway                     Director
-----------------------------------
W. Rutledge Galloway

s/R. David Land                            Director
-----------------------------------
R. David Land

                                           Director
-----------------------------------
E. Smyth McKissick, III

s/Eugene W. Merritt, Jr.                   Director
-----------------------------------
Eugene W. Merritt, Jr.

s/George B. Nalley, Jr.                    Chairman and Director
-----------------------------------
George B. Nalley, Jr.

s/G. Weston Nalley                         Director
-----------------------------------
G. Weston Nalley

s/Timothy J. Reed                          Director
-----------------------------------
Timothy J. Reed

s/Larry D. Reeves                          Director
-----------------------------------
 Larry D. Reeves

s/R. Riggie Ridgeway                       President, Chief Executive Officer,
-----------------------------------        and Director
R. Riggie Ridgeway

s/William R. Rowan, III                    Director
-----------------------------------
William R. Rowan, III

                                       6
s/D. Gray Suggs                            Director
-----------------------------------
D. Gray Suggs

s/A. J. Thompson, Jr., M.D.                Director
-----------------------------------
A. J. Thompson, Jr., M. D.

s/William B. West                          Executive Vice President and Director
-----------------------------------
William B. West

                                       7
EXHIBIT INDEX

Exhibit No.   Description

     4        Peoples  Bancorporation,  Inc. 2007  Non-Employee  Directors Stock
              Option Plan, as amended (incorporated by reference to Registrant's
              Quarterly  Report on Form 10-Q for the quarterly period ended June
              30, 2007.)

     5        Opinion of Haynsworth Sinkler Boyd, P.A.

     23.1     Consent of Elliott Davis, LLC.

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

     24       Power of Attorney (included on signature page)

                                       8