SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934

                         Date of Report: October 2, 1998

                         COMMISSION FILE NUMBER 0-17939

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

NORTH CAROLINA                                                  56-165582
(State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                             Identification No.)

402 East Main Street
Lincolnton, North Carolina                                           28092
(Address of principal executive office)                            (Zip Code)

                                  704-732-2222
              (Registrant's telephone number, including area code)







Item 5.  Other Events

         See the following press release,  dated October 2, 1998, announcing the
certain changes in the directors and officers of the Company. These changes will
be effective immediately.

PRESS RELEASE



FOR RELEASE:  October 2, 1998

CONTACT:  James E. Burt, III
                  Carolina First BancShares, Inc.
                  (704) 732-2222
- ------------------------------------------------------------------------

         At a special board of directors meeting today, Chairman and Director D.
Mark Boyd,  III  voluntarily  suspended his service as a director and officer of
Carolina First  BancShares,  Inc. and Lincoln Bank of North  Carolina  effective
immediately.  This  separation  will allow Mr.  Boyd time to answer  allegations
recently  brought  against him with respect to alleged  violations  of the North
Carolina  securities laws in connection with purchases of Community Bank & Trust
Stock.

         "We regret recent events have made it necessary for Mr. Boyd to request
this leave of absence from the company," said James E. Burt,  III,  President of
Carolina First,  "however, we have every confidence that once all the facts have
been ascertained, Mr. Boyd will be returned to his position at the bank."

     Mr. Burt was named Acting  Chairman of Carolina  First until this matter is
resolved and Mr. Boyd can resume his leadership  role in the Company.  Mr. Burt,
currently  President and Chief Operating  Officer of Carolina First  BancShares,
Inc. and  President  and Chief  Executive  Officer of Lincoln Bank will continue
these duties as before.

         Carolina  First is the parent company of Lincoln Bank of North Carolina
and  Cabarrus  Bank of North  Carolina  with 23  offices  serving  the  heart of
Carolina.  Its stock is listed in The Charlotte  Observer under the  Interdealer
stock section and carries the symbol CAFP in the  over-the-counter  market (pink
sheets).











                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                                 CAROLINA FIRST BANCSHARES, INC.
                                                           (Registrant)



Date:  October 2, 1998                             By:      /s/ Jan H. Hollar
                                                   --------------------------
                                                   Jan H. Hollar
                                                   Principal Accounting Officer