Registration No. 33-_____
                                  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.
                        1993 INCENTIVE STOCK OPTION PLAN
                              (Full title of Plan)

<TABLE>
<CAPTION>
<S> <C>                                                       <C>
                William B. West                                               Copies to:
           Executive Vice President                                  George S. King, Jr., Esquire
         Peoples Bancorporation, Inc.                               Suzanne Hulst Clawson, Esquire
             1818 East Main Street                                  Haynsworth Sinkler Boyd, P.A.
         Easley, South Carolina 29640                         1201 Main Street, 22nd Floor (29201-3226)
    (Name and address of agent for service)                       Post Office Box 11889 (29211-1889)
                                                                       Columbia, South Carolina
                (864) 859-2265
         (Telephone number, including
       area code, of agent for service)                                     (803) 779-3080
</TABLE>


<TABLE>
<CAPTION>
                                                           Calculation of Registration Fee
                                                           -------------------------------
                                                                                         Proposed
                                                           Proposed maximum              maximum
   Title of securities           Amount to be                 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                    153,988 shares                 $22.00                  $3,387,736.00                 $429.23
</TABLE>

(1)  This  registration  statement  also  covers  such  indeterminate  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)  under the  Securities  Act of 1933,  based on the
     average of the high and low prices reported on December 6, 2004.

                                                         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 Peoples Bancorporation, Inc. 1993 Incentive Stock Option Plan as required
by Rule 428(b)(1) promulgated under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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-K for the year ended
               December 31, 2003.

          (b)  The Registrant's  Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 2004, June 30, 2004 and September 30, 2004;

          (c)  The  Registrant's  Current Report on Form 8-K filed September 20,
               2004; and

          (d)  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 in 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.

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,
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


                                       2
<PAGE>

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. 1993 Incentive Stock Option Plan

         5       Opinion of Haynsworth Sinkler Boyd, P.A.

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

         23.2    Consent of Elliott Davis LLC

         24      Power of Attorney (included on signature page)

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 (the "Securities Act");

          (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) under the Securities Act if, in the aggregate,  the


                                       3
<PAGE>

     changes  in amount  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 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 (the "Exchange  Act") that are  incorporated by
reference in the registration statement.

(2)    That, for the purpose of determining  any liability  under the Securities
       Act,  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, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.






                                       4
<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 Easley, State of South Carolina on December 8, 2004.

         Peoples Bancorporation, Inc.

              s/R. Riggie Ridgeway
         By:----------------------------------------------
              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
December 8, 2004.

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

                                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 true and lawful  attorneys-in-fact  and agents, with
full power of substitution  and  resubstitution,  for him and in his 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 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.




                                       5
<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 December 8, 2004.

Signature                                    Title

s/Garnet A. Barnes                           Director (Chairman)
-------------------------------------
Garnet A. Barnes

s/James A. Black, Jr.                        Director
-------------------------------------
James A. Black, Jr.

s/William A. Carr                            Director
-------------------------------------
William A. Carr

s/Charles E. Dalton                          Director
-------------------------------------
Charles E. Dalton

s/Robert E. Dye, Jr.                         Senior Vice President,
-------------------------------------        Chief Financial Officer
Robert E. Dye, Jr.                           and Director

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

s/David C. King                              Director
-------------------------------------
David C. King

s/Andrew M. McFall, III                      Director
-------------------------------------
Andrew M. McFall, III

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

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

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

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




                                       6
<PAGE>


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

s/Nell W. Smith                              Director
-------------------------------------
Nell W. Smith

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

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





                                       7
<PAGE>




                                  EXHIBIT INDEX

EXHIBIT

   4            Peoples Bancorporation, Inc. 1993 Incentive Stock Option Plan

   5            Opinion of Haynsworth Sinkler Boyd, P.A.

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

   23.2         Consent of Elliott Davis LLC

   24           Power of Attorney (included on signature page)

















                                       8
[{"type": "S-8", "sequence": "1", "filename": "peoples1993s-8.txt", "secsgml_size_bytes": 19519}]
{"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": "333-121158", "film-number": "041196809"}, "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. 33-_____
                                  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.
                        1993 INCENTIVE STOCK OPTION PLAN
                              (Full title of Plan)
William B. West                                               Copies to:
           Executive Vice President                                  George S. King, Jr., Esquire
         Peoples Bancorporation, Inc.                               Suzanne Hulst Clawson, Esquire
             1818 East Main Street                                  Haynsworth Sinkler Boyd, P.A.
         Easley, South Carolina 29640                         1201 Main Street, 22nd Floor (29201-3226)
    (Name and address of agent for service)                       Post Office Box 11889 (29211-1889)
                                                                       Columbia, South Carolina
                (864) 859-2265
         (Telephone number, including
       area code, of agent for service)                                     (803) 779-3080
Calculation of Registration Fee
                                                           -------------------------------
                                                                                         Proposed
                                                           Proposed maximum              maximum
   Title of securities           Amount to be                 offering               aggregate offering             Amount of
    to be registered             Registered(1)             price per share(2)             price(2)               registration fee
   -------------------           -------------             ------------------        ------------------          ----------------
Common Stock,
no par value                    153,988 shares                 $22.00                  $3,387,736.00                 $429.23
(1)  This  registration  statement  also  covers  such  indeterminate  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)  under the  Securities  Act of 1933,  based on the
     average of the high and low prices reported on December 6, 2004.

                                                         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 Peoples Bancorporation, Inc. 1993 Incentive Stock Option Plan as required
by Rule 428(b)(1) promulgated under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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-K for the year ended
               December 31, 2003.

          (b)  The Registrant's  Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 2004, June 30, 2004 and September 30, 2004;

          (c)  The  Registrant's  Current Report on Form 8-K filed September 20,
               2004; and

          (d)  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 in 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.

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,
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

                                       2
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. 1993 Incentive Stock Option Plan

         5       Opinion of Haynsworth Sinkler Boyd, P.A.

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

         23.2    Consent of Elliott Davis LLC

         24      Power of Attorney (included on signature page)

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 (the "Securities Act");

          (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) under the Securities Act if, in the aggregate,  the

                                       3
changes  in amount  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 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 (the "Exchange  Act") that are  incorporated by
reference in the registration statement.

(2)    That, for the purpose of determining  any liability  under the Securities
       Act,  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, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       4
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 December 8, 2004.

         Peoples Bancorporation, Inc.

              s/R. Riggie Ridgeway
         By:----------------------------------------------
              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
December 8, 2004.

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

                                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 true and lawful  attorneys-in-fact  and agents, with
full power of substitution  and  resubstitution,  for him and in his 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 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.

                                       5
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 December 8, 2004.

Signature                                    Title

s/Garnet A. Barnes                           Director (Chairman)
-------------------------------------
Garnet A. Barnes

s/James A. Black, Jr.                        Director
-------------------------------------
James A. Black, Jr.

s/William A. Carr                            Director
-------------------------------------
William A. Carr

s/Charles E. Dalton                          Director
-------------------------------------
Charles E. Dalton

s/Robert E. Dye, Jr.                         Senior Vice President,
-------------------------------------        Chief Financial Officer
Robert E. Dye, Jr.                           and Director

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

s/David C. King                              Director
-------------------------------------
David C. King

s/Andrew M. McFall, III                      Director
-------------------------------------
Andrew M. McFall, III

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

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

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

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

                                       6
s/R. Riggie Ridgeway                         President, Chief
-------------------------------------        Executive Officer  and
R. Riggie Ridgeway                           Director

s/Nell W. Smith                              Director
-------------------------------------
Nell W. Smith

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

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

                                       7
EXHIBIT INDEX

EXHIBIT

   4            Peoples Bancorporation, Inc. 1993 Incentive Stock Option Plan

   5            Opinion of Haynsworth Sinkler Boyd, P.A.

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

   23.2         Consent of Elliott Davis LLC

   24           Power of Attorney (included on signature page)

                                       8