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 20, 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 20, 1998,  announcing the
earnings the quarter ended September 31, 1998.




  PRESS RELEASE


FOR RELEASE:      October  20, 1998        

CONTACT: James E. Burt, III
         (704) 732-2222

- -----------------------------------------------------------------------

         Carolina First BancShares,  Inc., Lincolnton,  NC reported consolidated
net  income of  $1,925,226  or $.43  diluted  per share of common  stock for the
quarter  ended  September 30, 1998 as compared to $1,563,219 or $.37 diluted per
share for the same period in 1997, an increase of 23%.  Third  quarter  earnings
were supported by continued  growth in non-interest  income as well as continued
strength in net interest income produced by increased earning assets.

         At September 30, 1998, Carolina First had consolidated assets of $582.9
million,  a 17.4% increase over September 30, 1997.  Deposits increased 15.1% to
$516.1  million,  while gross  loans  continued  to reflect the strong  Carolina
economy and increased to $384.6  million,  a 15.5% increase over the same period
of the previous period.

         Non-performing  assets remained at a very  acceptable  level of .26% of
total assets compared to .31% at September 30, 1997. The Company's allowance for
loan losses was 1.46% of outstanding loans at September 30, 1998 and 1997.

         The pending  acquisition of Community Bank & Trust Co., Marion,  NC has
been  delayed  due to  certain  charges  brought  against  one of the  Company's
officials  who is on voluntary  suspension,  however  management  is hopeful the
merger will be completed  this  quarter.  The Company's  third quarter  earnings
include  $375,000  of pre-tax  expenses  for  merger-related  contingencies  and
possible settlement of litigation.

         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). Visit our web site at www.lincolnbanknc.com and www.cabarrusbank.com.



                                          CAROLINA FIRST BANCSHARES, INC.
                                                FINANCIAL HIGHLIGHTS


At September 30,                                      1998              1997
                                                ----------------   -------------
                                                                  


TOTAL ASSETS ...............................       582,945,035       496,587,900

GROSS LOANS ................................       384,559,115       333,038,946

ALLOWANCE FOR LOAN LOSSES ..................         5,602,778         4,872,689

NON-PERFORMING ASSETS ......................         1,506,003         1,552,877

DEPOSITS ...................................       516,071,861       448,401,290

SHAREHOLDERS EQUITY ........................        51,548,950        39,270,565


THREE MONTHS ENDED:  SEPTEMBER 30

NET INCOME .................................         1,925,226         1,563,219

NET INCOME PER SH - BASIC ..................              0.44              0.38
NET INCOME PER SH - DILUTED ................              0.43              0.37

CASH DIVIDENDS PAID PER SHARE ..............              0.08              0.08

PROVISION FOR LOAN LOSSES ..................           370,000           242,000


NINE MONTHS ENDED:  SEPTEMBER 30
                                                                    

NET INCOME .................................         5,549,032         4,499,848



NET INCOME PER SH - BASIC ..................              1.27              1.09
NET INCOME PER SH - DILUTED ................              1.24              1.08

PROVISIONS FOR LOAN LOSSES .................           880,000           740,333

ROA - ANNUALIZED ...........................              1.34              1.30

ROE - ANNUALIZED ...........................             15.88             15.88

BASIC AVG SHARES O/S FOR QTR ...............         4,410,064         4,120,128
DILUTED AVG SHARES O/S .....................         4,521,794         4,184,152




                                   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 20, 1998                             By:      /s/ Jan H. Hollar
                                                   --------------------------
                                                   Jan H. Hollar
                                                   Principal Accounting Officer